As Filed with the Securities and Exchange Commission on April 25, 2000
File Nos. 33-79170, 811-8524
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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. 11 [X]
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940
Amendment No. 12 [X]
(Check appropriate box or boxes.)
EQUITABLE LIFE INSURANCE COMPANY OF IOWA SEPARATE ACCOUNT A
___________________________________________________________
(Exact Name of Registrant)
EQUITABLE LIFE INSURANCE COMPANY OF IOWA
________________________________________
(Name of Depositor)
909 Locust Street, Des Moines, Iowa 50309
____________________________________________________ __________
(Address of Depositor's Principal Executive Offices) (Zip Code)
Depositor's Telephone Number, including Area Code (800) 344-6860
NAME AND ADDRESS OF AGENT FOR SERVICE
James Mumford, Secretary
Equitable Life Insurance Company of Iowa
909 Locust Street
Des Moines, IA 50309
COPIES TO:
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.
(610) 425-3516 Washington, D.C. 20004-2404
It is proposed that this filing will become effective:
___ immediately upon filing pursuant to paragraph (b) of Rule 485
_X_ on April 28, 2000 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:
___ This Post-Effective Amendment designates a new effective date for
a previously filed Post-Effective Amendment.
TITLE OF SECURITIES BEING REGISTERED:
Individual Flexible Purchase Payment Deferred Variable and Fixed
Annuity Contracts
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PART A
EXPLANATORY NOTE
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This Registration Statement contains two Prospectuses for the Contract. The
distribution system for each version of the Prospectus is different. One
version (Version 1) of the Prospectus contains 27 portfolios. The other
version (Version 2) of the Prospectus contains 3 portfolios which are also
offered in Version 1 and 10 additional portfolios. These Prospectuses and
any applicable Supplements will be filed with the Commission pursuant to
Rule 497.
The Registrant undertakes to update this Explanatory Note each time a Post-
Effective Amendment is filed.
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PROSPECTUS
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EQUITABLE LIFE INSURANCE COMPANY OF IOWA
SEPARATE ACCOUNT A OF EQUITABLE LIFE INSURANCE COMPANY OF IOWA
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PROFILE OF
PRIMELITE
INDIVIDUAL FLEXIBLE PREMIUM DEFERRED
VARIABLE ANNUITY CONTRACT
MAY 1, 2000
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This Profile is a summary of some of the more important points that
you should know and consider before purchasing the Contract. The
Contract is more fully described in the full prospectus which
accompanies this Profile. Please read the prospectus carefully.
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1. THE ANNUITY CONTRACT
The Contract offered in this prospectus is an individual flexible premium
deferred variable annuity contract between you and Equitable Life Insurance
Company of Iowa ("Equitable Life," "we," "us" or the "Company"). The Contract
provides a means for you to invest on a tax-deferred basis in one or more of 13
mutual fund investment portfolios through our Separate Account A listed under
Item 4. Keep in mind that you can lose or not make any money.
The Contract, like all deferred variable annuity contracts, has two phases: the
accumulation phase and the income phase. The accumulation phase is the period
between the contract date and the date on which you start receiving the annuity
payments under your Contract. The amounts you accumulate during the accumulation
phase will determine the amount of annuity payments you will receive. The income
phase begins 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 fixed annuity payment
options:
PRIMELITE PROFILE PROSPECTUS BEGINS AFTER
PAGE 7 OF THIS PROFILE
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ANNUAL OPTIONS
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PLAN A. INTEREST
Option 1 The contract value, less any applicable taxes not previously
deducted, may be left on deposit with the Company for five (5)
years. We will make fixed payments monthly, quarterly,
semi-annually or annually. We do not make monthly payments if the
contract value applied to this option is less than $100,000. You
may not withdraw the proceeds until the end of the five (5) year
period.
Option 2 The cash surrender value may be left on deposit with us for a
specified period. Interest will be paid annually. All or part of
the proceeds may be withdrawn at any time.
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PLAN B. FIXED PERIOD
The contract value, less any applicable taxes not previously
deducted, will be paid until the proceeds, plus interest, are
paid in full. Payments may be paid annually or monthly for a
period of not more than thirty (30) years nor less than five (5)
years. The Contract provides for a table of minimum annual
payments. They are based on the age of the annuitant or the
beneficiary.
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PLAN C. LIFE INCOME
The contract value less any applicable taxes not previously
deducted will be paid in monthly or annual payments for as long
as the annuitant or beneficiary, whichever is appropriate, lives.
We have the right to require proof satisfactory to it of the age
and sex of such person and proof of continuing survival of such
person. A minimum number of payments may be guaranteed, if
desired. The Contract provides for a table of minimum annual
payments. They are based on the age of the annuitant or the
beneficiary.
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3. PURCHASE (BEGINNING OF THE ACCUMULATION PHASE)
The minimum premium payment for Non-Qualified Contracts is an aggregate of
$5,000 the first year. You may make additional payments of at least $100 or more
at any time after the free look period. Under certain circumstances, we may
waive and/or modify the minimum subsequent payment requirement. For Qualified
Contracts, you may make the minimum payments of $100 per month if payroll
deduction is used; otherwise it is an aggregate of $2,000 per year. Prior
approval must be obtained from us for subsequent payments in excess of $500,000
or for total payments in excess of $1,000,000. We reserve the right to accept or
decline any application or payment. 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 will issue a Contract only if both the annuitant and the contract owner are
not older than age 85.
Who may purchase this Contract? The Contract may be purchased by individuals as
part of a personal retirement plan (a "non-qualified Contract"), or as a
Contract that qualifies for special tax treatment when purchased as either an
Individual Retirement Annuity (IRA) or in connection with a qualified retirement
plan (each a "qualified Contract").
IRAs and other qualified plans already have the tax-deferral feature found in
this Contract. For an additional cost, the Contract provides other benefits
including death benefits and the ability to receive a lifetime income. See
"Expenses" in this profile.
The Contract is designed for people seeking long-term tax-deferred accumulation
of assets, generally for retirement or other long-term purposes. The
tax-deferred feature is more attractive to people in high federal and state tax
brackets. You should not buy this Contract if you are looking for a short-term
investment or if you cannot risk getting back less money than you put in.
2 PRIMELITE PROFILE
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4. THE INVESTMENT PORTFOLIOS
You can direct your money into any one or more of the following 13 mutual fund
investment portfolios through our Separate Account A. The investment portfolios
are described in the prospectuses for the GCG Trust, Travelers Series Fund Inc.,
Greenwich Street Series Fund and Smith Barney Concert Allocation Series Inc. If
you invest in any of the following investment portfolios, depending on market
conditions, you may make or lose money:
THE GCG TRUST
Total Return Series
Research Series
Mid-Cap Growth Series
TRAVELERS SERIES FUND INC.
Smith Barney Large Cap Value Portfolio
Smith Barney International Equity Portfolio
Smith Barney High Income Portfolio
Smith Barney Money Market Portfolio
GREENWICH STREET SERIES FUND
Appreciation Portfolio
SMITH BARNEY CONCERT ALLOCATION SERIES INC.
Select High Growth Portfolio
Select Growth Portfolio
Select Balanced Portfolio
Select Conservative Portfolio
Select Income Portfolio
5. EXPENSES
The Contract has insurance features and investment features, and there are costs
related to each. The Company deducts an annual contract administrative charge of
$30. 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 asset-based
administrative charge and the mortality and expense risk charge is as follows:
Mortality & Expense Risk Charge............................ 1.25%
Asset-Based Administrative Charge.......................... 0.15%
-----
Total................................................... 1.40%
Each investment portfolio has charges for investment management fees and other
expenses. These charges, which vary by investment portfolio, currently range
from 0.54% to 1.20% annually (see table below) of the portfolio's average daily
net asset balance.
We deduct a surrender charge if you surrender your Contract or withdraw an
amount exceeding earnings plus the free withdrawal amount. We also deduct a
surrender charge if you annuitize under Plan A -- Option 1.
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.
At any time you may make a withdrawal, without the imposition of a surrender
charge, of an amount equal to the sum of:
(1) earnings (contract value less unliquidated premium payments not
withdrawn);
(2) payments in the Contract for more than eight years; and
3 PRIMELITE PROFILE
<PAGE>
(3) an amount which is equal to 10% of the payments in the Contract for
less than eight years, fixed at the time of the first withdrawal in
the contract year, plus 10% of the payments made after the first
withdrawal in the contract year but before the next contract
anniversary, less any withdrawals in the same Contract year of
payments less than eight years old.
The following table shows the schedule of the surrender charge that will apply.
The surrender charge is a percent of each premium payment.
COMPLETE YEARS ELAPSED 0 1 2 3 4 5 6 7 8+
SINCE PREMIUM PAYMENT
SURRENDER CHARGE 8% 7% 6% 5% 4% 3% 2% 1% 0%
The following table is designed to help you understand the Contract charges. The
"Total Annual Insurance Charges" column includes the maximum mortality and
expense risk charge, the asset-based administrative charge, and reflects the
annual contract administrative charge as 0.07% (based on an average contract
value of $45,000). The "Total Annual Investment Portfolio Charges" column
reflects the portfolio charges for each portfolio and are based on actual
expenses as of December 31, 1999 for the GCG Trust and the Greenwich Street
Series Fund; as of January 31, 2000 for the Concert Allocation Series Inc.; and
as of October 31, 1999 for the Travelers Series Fund Inc. The column "Total
Annual Charges" reflects the sum of the previous two columns. The columns under
the heading "Examples" show you how much you would pay under the Contract for a
1-year period and for a 10-year period.
As required by the Securities and Exchange Commission, the examples assume that
you invested $1,000 in a Contract that earns 5% annually and that you withdraw
your money at the end of Year 1 or at the end of Year 10. For Years 1 and 10,
the examples show the total annual charges assessed during that time. For these
examples, the premium tax is assumed to be 0%.
4 PRIMELITE PROFILE
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<TABLE>
<CAPTION>
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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
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THE GCG TRUST
<S> <C> <C> <C> <C> <C>
Total Return 1.47% 0.91% 2.38% $104 $ 272
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Research 1.47% 0.91% 2.38% $104 $ 272
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Mid-Cap Growth 1.47% 0.91% 2.38% $104 $ 272
TRAVELERS SERIES
FUND INC.
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Smith Barney Large Cap Value 1.47% 0.67% 2.14% $102 $ 247
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Smith Barney International
Equity 1.47% 1.00% 2.47% $105 $ 281
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Smith Barney High Income 1.47% 0.66% 2.13% $102 $ 246
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Smith Barney Money Market 1.47% 0.54% 2.01% $100 $ 234
GREENWICH STREET SERIES
FUND
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Appreciation 1.47% 0.79% 2.26% $103 $ 260
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SMITH BARNEY CONCERT
ALLOCATION SERIES INC.
Select High Growth 1.47% 1.20% 2.67% $107 $ 300
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Select Growth 1.47% 1.13% 2.60% $106 $ 293
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Select Balanced 1.47% 1.07% 2.54% $106 $ 288
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Select Conservative 1.47% 1.07% 2.54% $106 $ 288
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Select Income 1.47% 1.02% 2.49% $105 $ 283
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</TABLE>
The examples above reflect an 8% surrender charge for Year 1. 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 or tax
deductible 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 earnings and the free withdrawal amount may be subject to a
surrender charge. Income tax and a penalty tax may apply to amounts withdrawn.
8. PERFORMANCE
The value of your Contract will fluctuate depending on the investment
performance of the portfolio(s) you choose. The following chart shows average
annual total return for each portfolio for the time periods shown.
5 PRIMELITE PROFILE
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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 any surrender charges. Please keep in mind that past
performance is not a guarantee of future results.
<TABLE>
<CAPTION>
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FISCAL YEARS
INVESTMENT PORTFOLIO 1999 1998 1997 1996 1995
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Managed by Massachusetts Financial Services Company***
<S> <C> <C> <C> <C> <C>
Mid-Cap Growth 76.48% 21.02% 17.91% 18.72% 27.59%
Research 22.42% 21.26% 18.37% 21.54% 34.63%
Total Return 1.86% 9.96% 19.10% 12.02% 22.74%
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Managed by SSB Citi Fund Management LLC**
Smith Barney Large Cap Value -1.45% 8.22% 24.78% 17.98% --
Smith Barney International Equity 65.32% 4.95% 1.20% 15.05% --
Smith Barney High Income 1.06% -1.04% 12.19% 11.50% --
Smith Barney Money Market 3.21% 3.52% 3.56% 3.38% --
Appreciation 11.44% 17.41% 24.55% 12.38% --
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Managed by Travelers Investment Adviser, Inc.*
Select High Growth 25.00% 13.69% -- -- --
Select Growth 14.42% 12.29% -- -- --
Select Balanced 5.95% 7.93% -- -- --
Select Conservative 2.58% 4.61% -- -- --
Select Income -0.86% 4.03% -- -- --
- ----------------------
</TABLE>
* Year Ended January 31, 2000
** Year Ended October 31, 1999 for all portfolios except the Appreciation
Portfolio, whose average annual total return is based on a December 31,
1999 fiscal year end.
*** Year Ended December 31, 1999
9. DEATH BENEFIT
We will pay a death benefit if the annuitant dies before the annuity start date.
Assuming you are the annuitant, your beneficiary will receive a death benefit
unless the beneficiary is your surviving spouse and elects to continue the
Contract. The death benefit value is calculated at the close of the business day
on which we receive written notice and due proof of death, as well as properly
completed required claim forms, at our Customer Service Center and the
beneficiary's election regarding payment. If the beneficiary elects to delay
receipt of the death benefit now, 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 within one year of death. If we do not receive a
request to apply the death benefit proceeds to an annuity option, we will make a
single sum distribution. We will generally pay death benefit proceeds within 7
days after our Customer Service Center has received sufficient information to
make the payment.
The death benefit may be subject to certain mandatory distribution rules
required by federal tax law.
DEATH PROCEEDS
If the annuitant is AGE 67 OR YOUNGER at the time of purchase, the death benefit
is the greatest of:
(1) the contract value;
(2) the total premium payments made under the Contract after subtracting
any withdrawals; or
(3) the highest contract value (plus subsequent premiums less subsequent
withdrawals) determined on every contract anniversary on or before
your death beginning with the 8th anniversary and ending on the last
anniversary prior to you attaining age 76.
If the annuitant is BETWEEN THE AGES OF 68 AND 75 at the time of purchase, the
death benefit is the greatest of:
(1) the contract value;
6 PRIMELITE PROFILE
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(2) the total premium payments made under the Contract after subtracting
any withdrawals; or
(3) The contract value (plus subsequent premiums less subsequent
withdrawals) determined on the 8th contract anniversary but on or
before your death.
If the annuitant is AGE 76 OR OLDER at the time of purchase, the death benefit
is the contract value.
Note: In all cases described above, amounts could be reduced by premium taxes
owed and withdrawals not previously deducted.
If the owner or annuitant dies after the annuity start date, we will continue to
pay benefits in accordance with the supplemental agreement in effect.
10. OTHER INFORMATION
FREE LOOK. If you cancel the Contract within 10 days after you receive it,
you will receive a full refund of your contract value. For purposes of the
refund during the free look period, your contract value includes a refund of any
charges deducted from your contract value. Because of the market risks
associated with investing in the portfolios, the contract value returned may be
greater or less than the premium payment you paid. Some states require us to
return to you the amount of the paid premium (rather than the contract value) in
which case you will not be subject to investment risk during the free look
period. Also, in some states, you may be entitled to a longer free look period.
We determine your contract value at the close of business on the day we receive
your written refund request.
TRANSFERS AMONG INVESTMENT PORTFOLIOS. Prior to the annuity start date, you
may transfer your contract value among the subaccounts in which you are invested
at the end of the free look period. We currently do not charge you for transfers
made during a contract year, but reserve the right to charge the lesser of 2% of
the Contract value transferred or $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. The
transfer fee will be deducted from the amount which is transferred.
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.
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 A 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.
NO PROBATE. In most cases, when you die, the person you choose as your
beneficiary will receive the death benefit without going through probate. See
"Federal Tax Considerations--Taxation of Death Benefit Proceeds" in the
prospectus for the Contract.
ADDITIONAL FEATURES. This Contract has other features that may interest
you. These include:
Dollar Cost Averaging. This is a program that allows you to invest a
fixed amount of money in the investment portfolios each month, which may
give you a lower average cost per unit over time than a single one-time
purchase. Dollar cost averaging requires regular investments regardless of
fluctuating price levels, and does not guarantee profits or prevent losses
in a declining market. The minimum amount which may be transferred is $100.
You must participate for at least five (5) months and have a minimum of
$500 in the subaccount from which dollar cost averaging payments will be
taken.
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
7 PRIMELITE PROFILE
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course, any applicable income and penalty taxes will apply on amounts
withdrawn.
Automatic Rebalancing. If your contract value is $25,000 or more, you
may elect to have the Company automatically readjust the money between your
investment portfolios periodically to keep the blend you select.
Investments in the fixed account are not eligible for automatic
rebalancing. However, we reserve the right to offer the program on
contracts with a lesser amount.
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.
8 PRIMELITE PROFILE
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EQUITABLE LIFE INSURANCE COMPANY OF IOWA
SEPARATE ACCOUNT A OF EQUITABLE LIFE INSURANCE COMPANY OF IOWA
MAY 1, 2000
INDIVIDUAL FLEXIBLE PREMIUM
DEFERRED VARIABLE ANNUITY
PRIMELITE
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This prospectus describes an Individual Flexible Premium Deferred Variable
Contract (the "Contract") offered by Equitable Life Insurance Company of Iowa
("Equitable Life," the "Company," "we" or "our"). The Contract is available in
connection with certain retirement plans that qualify for special federal income
tax treatment ("qualified Contracts") as well as those that do not qualify for
such treatment ("non-qualified Contracts").
The Contract provides a means for you to invest your premium payments in one or
more of 13 mutual fund investment portfolios. 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:
MASSACHUSETTS FINANCIAL SERVICES
COMPANY
Total Return Series
Research Series
Mid-Cap Growth Series
TRAVELERS INVESTMENT ADVISER, INC.
Select High Growth Portfolio
Select Growth Portfolio
Select Balanced Portfolio
Select Conservative Portfolio
Select Income Portfolio
SSB CITI FUND MANAGEMENT LLC
Smith Barney Large Cap Value Portfolio
Smith Barney International Equity Portfolio
Smith Barney High Income Portfolio
Smith Barney Money Market Portfolio
Appreciation Portfolio
The above mutual fund investment portfolios are purchased and held by
corresponding divisions of our Separate Account A. We refer to the divisions as
"subaccounts."
For Contracts sold in some states, not all subaccounts are available. The
prospectuses of the GCG Trust, Travelers Series Fund, Inc., Greenwich Street
Series Fund and Smith Barney Concert Allocation Series Inc. may contain
portfolios not currently available in connection with your Contract. You have
the right to return the 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, 2000, has been filed with the Securities and Exchange Commission
("SEC"). It is available without charge upon request. To obtain a copy of this
document, write to our Customer Service Center at 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.
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THE SECURITIES AND EXCHANGE COMMISSION HAS NOT APPROVED OR DISAPPROVED THESE
SECURITIES OR PASSED UPON THE ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO
THE CONTRARY IS A CRIMINAL OFFENSE.
AN INVESTMENT IN THE GCG TRUST, TRAVELERS SERIES FUND INC., GREENWICH STREET
SERIES FUND AND SMITH BARNEY CONCERT ALLOCATION SERIES INC. IS NOT A BANK
DEPOSIT AND IS NOT INSURED OR GUARANTEED BY THE FEDERAL DEPOSIT INSURANCE
CORPORATION OR ANY OTHER GOVERNMENT AGENCY.
THIS PROSPECTUS MUST BE ACCOMPANIED BY A CURRENT PROSPECTUS FOR THE GCG TRUST,
TRAVELERS SERIES FUND INC., GREENWICH STREET SERIES FUND AND SMITH BARNEY
CONCERT ALLOCATION SERIES INC.
<PAGE>
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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..................................... 5
Financial Statements................................................ 5
Performance Information............................................. 5
Equitable Insurance Company of Iowa..................................... 6
The Trusts.............................................................. 7
Equitable Insurance Company of Iowa Separate Account A.................. 7
The Investment Portfolios............................................... 8
Investment Objectives............................................... 8
Investment Management Fees and Other Expenses....................... 9
The Annuity Contract.................................................... 10
Contract Date and Contract Year .................................... 10
Annuity Start Date.................................................. 10
Contract Owner...................................................... 11
Annuitant........................................................... 11
Beneficiary......................................................... 11
Purchase and Availability of the Contract........................... 11
Crediting of Premium Payments....................................... 12
Administrative Procedures........................................... 12
Contract Value...................................................... 12
Cash Surrender Value................................................ 13
Surrendering to Receive the Cash Surrender Value.................... 13
The Subaccounts..................................................... 13
Addition, Deletion or Substitution of Subaccounts and Other Changes. 13
Other Important Provisions.......................................... 14
Withdrawals............................................................. 14
Regular Withdrawals................................................. 14
Systematic Withdrawals.............................................. 14
IRA Withdrawals..................................................... 15
Texas Optional Retirement Program................................... 15
Reduction or Elimination of the Withdrawal Charge................... 16
Transfers Among Your Investments........................................ 16
Dollar Cost Averaging............................................... 16
Automatic Rebalancing............................................... 17
Death Benefit........................................................... 18
Death Benefit During the Accumulation Phase......................... 18
Death Proceeds.................................................. 18
Death of the Annuitant.......................................... 19
Death of Owner.................................................. 19
Trust Beneficiary............................................... 19
Required Distribution upon Contract Owner's Death................... 19
i
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TABLE OF CONTENTS (CONTINUED)
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PAGE
Charges and Fees........................................................ 20
Charges Deducted from the Contract Value............................ 20
Surrender Charge................................................ 21
Free Withdrawal Amount.......................................... 21
Surrender Charge for Excess Withdrawals......................... 21
Premium Taxes................................................... 21
Administrative Charge........................................... 21
Transfer Charge................................................. 21
Charges Deducted from the Subaccounts............................... 22
Mortality and Expense Risk Charge............................... 22
Asset-Based Administrative Charge............................... 22
Trust Expenses...................................................... 22
The Annuity Options..................................................... 22
Selecting the Annuity Start Date.................................... 22
Selecting a Payment Plan............................................ 23
Fixed Payment Plans................................................. 23
Other Contract Provisions............................................... 24
Reports to Contract Owners.......................................... 24
Suspension of Payments.............................................. 24
In Case of Errors in Your Application............................... 25
Assigning the Contract as Collateral................................ 25
Contract Changes-Applicable Tax Law................................. 25
Free Look........................................................... 25
Group or Sponsored Arrangements..................................... 25
Selling the Contract................................................ 25
Other Information....................................................... 26
Voting Rights....................................................... 26
State Regulation.................................................... 26
Legal Proceedings................................................... 26
Legal Matters....................................................... 26
Experts............................................................. 26
Federal Tax Considerations.............................................. 27
Statement of Additional Information
Table of Contents................................................... 30
Appendix A
Condensed Financial Information..................................... A1
Appendix B
Surrender Charges for Excess Withdrawals Example.................... B1
ii
<PAGE>
- --------------------------------------------------------------------------------
INDEX OF SPECIAL TERMS
- --------------------------------------------------------------------------------
The following special terms are used throughout this prospectus. Refer to the
page(s) listed for an explanation of each term:
SPECIAL TERM PAGE
Accumulation Unit 5
Annuitant 11
Annuity Options 22
Annuity Start Date 10
Cash Surrender Value 13
Contract Date 10
Contract Owner 11
Contract Value 12
Contract Year 10
Free Withdrawal Amount 21
Net Investment Factor 5
Death Benefit 18
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
Surrender Charge Withdrawal Charge
Automatic Rebalancing Automatic Portfolio Rebalancing
Systematic Withdrawals Automatic Withdrawals
Annuity Start Date Maturity Date
Premium Payment Purchase Payment
Annual Contract Administrative Charge Annual Contract Maintenance Charge
Business Day Valuation Date
Asset-Based Administrative Charge Administrative Charge
Contract Date Issue Date
Contract Year Contract Anniversary Date
Accumulation Phase Accumulation Period
Annuity Options Payment Plans
Cash Surrender Value Contract Withdrawal Value
1
<PAGE>
- --------------------------------------------------------------------------------
FEES AND EXPENSES
- --------------------------------------------------------------------------------
CONTRACT OWNER TRANSACTION EXPENSES
COMPLETE YEARS ELAPSED 0 1 2 3 4 5 6 7 8+
SINCE PREMIUM PAYMENT
SURRENDER CHARGE 8% 7% 6% 5% 4% 3% 2% 1% 0%
TRANSFER CHARGE
There is no charge for the first 12 transfers in a Contract Year;
thereafter the fee is the lesser of 2% of the Contract value transferred or
$25.
ANNUAL CONTRACT ADMINISTRATIVE CHARGE
Administrative Charge.......................................... $30
SEPARATE ACCOUNT ANNUAL CHARGES*
Mortality and Expense Risk Charge........................ 1.25%
Asset-Based Administrative Charge........................ 0.15%
-----
Total Separate Account Charges........................... 1.40%
* As a percentage of average assets in each subaccount.
THE GCG TRUST ANNUAL EXPENSES (as a percentage of the average daily net assets
of a portfolio):
- --------------------------------------------------------------------------------
MANAGEMENT OTHER TOTAL
PORTFOLIO FEE(1) EXPENSES(2) EXPENSES(3)
- --------------------------------------------------------------------------------
Total Return 0.91% 0.00% 0.91%
- --------------------------------------------------------------------------------
Research 0.91% 0.00% 0.91%
- --------------------------------------------------------------------------------
Mid-Cap Growth 0.91% 0.00% 0.91%
- --------------------------------------------------------------------------------
(1) Fees decline as the total assets of certain combined portfolios
increase. See the prospectus for the GCG Trust for more information.
(2) Other expenses generally consist of independent trustees fees and
certain expenses associated with investing in international markets.
Other expenses are based on actual expenses for the year ended
December 31, 1999, except for portfolios that commenced operations in
2000 where the charges have been estimated.
(3) Total Expenses are based on actual expenses for the fiscal year ended
December 31, 1999.
TRAVELERS SERIES FUND ANNUAL EXPENSES (as a percentage of the average daily net
assets of the portfolio):
- --------------------------------------------------------------------------------
MANAGEMENT OTHER TOTAL
PORTFOLIO FEE EXPENSES(1) EXPENSES
- --------------------------------------------------------------------------------
Smith Barney Large Cap Value 0.65% 0.02% 0.67%
- --------------------------------------------------------------------------------
Smith Barney International Equity 0.90% 0.10% 1.00%
- --------------------------------------------------------------------------------
Smith Barney High Income 0.60% 0.06% 0.66%
- --------------------------------------------------------------------------------
Smith Barney Money Market 0.50% 0.04% 0.54%
- --------------------------------------------------------------------------------
(1) Other expenses are based on actual expenses for the fiscal year ended
October 31, 1999.
2
<PAGE>
GREENWICH STREET SERIES FUND ANNUAL EXPENSES (as a percentage of the average
daily net assets of the portfolio):
- --------------------------------------------------------------------------------
MANAGEMENT OTHER TOTAL
PORTFOLIO FEE EXPENSES(1) EXPENSES
- --------------------------------------------------------------------------------
Appreciation 0.55% 0.24% 0.79%
- --------------------------------------------------------------------------------
(1) Other expenses are based on actual expenses for the year ended
December 31, 1999.
SMITH BARNEY CONCERT ALLOCATION SERIES INC. ANNUAL EXPENSES (as a percentage of
the average daily net assets of the portfolio):
- --------------------------------------------------------------------------------
MANAGEMENT OTHER TOTAL
PORTFOLIO FEE EXPENSES(1) EXPENSES
- --------------------------------------------------------------------------------
Smith Barney Select High Growth 0.35% 0.85% 1.20%
- --------------------------------------------------------------------------------
Smith Barney Select Growth 0.35% 0.78% 1.13%
- --------------------------------------------------------------------------------
Smith Barney Select Balanced 0.35% 0.72% 1.07%
- --------------------------------------------------------------------------------
Smith Barney Select Conservative 0.35% 0.72% 1.07%
- --------------------------------------------------------------------------------
Smith Barney Select Income 0.35% 0.67% 1.02%
- --------------------------------------------------------------------------------
(1) Other expenses are based on a weighted average of the expense ratios
of the underlying funds in which a particular portfolio was invested
on January 31, 2000. The expense ratios for the underlying funds are
based on actual expense for each fund's Class Y shares as of the end
of such fund's most recent fiscal year.
The purpose of the foregoing tables is to help you understand the various costs
and expenses that you will bear directly and indirectly. The tables reflect
expenses of Account A as well as the expenses of the investment portfolios. See
the prospectuses of the GCG Trust, Travelers Series Fund Inc., Greenwich Street
Series Fund and Smith Barney Concert Allocation Series Inc. for additional
information on portfolio expenses.
Premium taxes (which currently range from 0% to 3.5% of premium payments) may
apply, but are not reflected in the tables above or in the examples below.
3
<PAGE>
EXAMPLES:
The following examples are based on an assumed 5% annual return.
If you surrender your contract at the end of the applicable time period, or if
you choose Payment Plan A - Option 2, you would pay the following expenses for
each $1,000 invested:
<TABLE>
<CAPTION>
THE GCG TRUST 1 YEAR 3 YEARS 5 YEARS 10 YEARS
<S> <C> <C> <C> <C>
Total Return.................... $104 $ 128 $ 163 $ 272
Research........................ $104 $ 128 $ 163 $ 272
Mid-Cap Growth.................. $104 $ 128 $ 163 $ 272
TRAVELERS SERIES FUND INC.
Smith Barney Large Cap Value.... $102 $ 121 $ 151 $ 247
Smith Barney International Equity $105 $ 131 $ 168 $ 281
Smith Barney High Income........ $102 $ 121 $ 150 $ 246
Smith Barney Money Market....... $100 $ 117 $ 144 $ 234
GREENWICH STREET SERIES FUND
Appreciation.................... $103 $ 125 $ 157 $ 260
SMITH BARNEY CONCERT
ALLOCATION SERIES INC.
Select High Growth.............. $107 $ 137 $ 177 $ 300
Select Growth................... $106 $ 135 $ 174 $ 293
Select Balanced................. $106 $ 133 $ 171 $ 288
Select Conservative............. $106 $ 133 $ 171 $ 288
Select Income................... $105 $ 132 $ 169 $ 283
</TABLE>
If you do not surrender your Contract or if you annuitize on the annuity start
date under a payment plan other than Plan A, Option 2, you would pay the
following expenses for each $1,000 invested:
<TABLE>
<CAPTION>
THE GCG TRUST 1 YEAR 3 YEARS 5 YEARS 10 YEARS
<S> <C> <C> <C> <C>
Total Return.................... $ 24 $ 68 $ 123 $ 272
Research........................ $ 24 $ 68 $ 123 $ 272
Mid-Cap Growth.................. $ 24 $ 68 $ 123 $ 272
TRAVELERS SERIES FUND INC.
Smith Barney Large Cap Value.... $ 22 $ 61 $ 111 $ 247
Smith Barney International Equity $ 25 $ 71 $ 128 $ 281
Smith Barney High Income........ $ 22 $ 61 $ 110 $ 246
Smith Barney Money Market....... $ 20 $ 57 $ 104 $ 234
GREENWICH STREET SERIES FUND
Appreciation.................... $ 23 $ 65 $ 117 $ 260
SMITH BARNEY CONCERT
ALLOCATION SERIES INC.
Select High Growth.............. $ 27 $ 77 $ 137 $ 300
Select Growth................... $ 26 $ 75 $ 134 $ 293
Select Balanced................. $ 26 $ 73 $ 131 $ 288
Select Conservative............. $ 26 $ 73 $ 131 $ 288
Select Income................... $ 25 $ 72 $ 129 $ 283
</TABLE>
The examples above reflect the annual administrative charge as an annual charge
of 0.07% of assets (based on an average contract value of $45,000). Your charge
would be higher for smaller Contract values and lower for higher Contract
values. Premium taxes may apply and are not reflected in the example.
4
<PAGE>
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.
- --------------------------------------------------------------------------------
PERFORMANCE INFORMATION
- --------------------------------------------------------------------------------
ACCUMULATION UNIT
We use accumulation units to calculate the value of a Contract. Each subaccount
of Equitable Life Separate Account A ("Account A") has its own accumulation unit
value. The accumulation units are valued each business day that the New York
Stock Exchange is open for trading. Their values may increase or decrease from
day to day according to a Net Investment Factor, which is primarily based on the
investment performance of the applicable investment portfolio. Shares in the
investment portfolios are valued at their net asset value.
THE NET INVESTMENT FACTOR
The Net Investment Factor is an index number which reflects charges under the
Contract and the investment performance of the subaccount. The Net Investment
Factor is calculated as follows:
(1) We take the net asset value of the subaccount at the end of each
business day.
(2) We add to (1) the amount of any dividend or capital gains distribution
declared for the subaccount and reinvested in such subaccount. We
subtract from that amount a charge for our taxes, if any.
(3) We divide (2) by the net asset value of the subaccount at the end of
the preceding business day.
(4) We then subtract the daily mortality and expense risk charge and the
daily asset-based administrative charge from each subaccount.
Calculations for the subaccount are made on a per share basis.
CONDENSED FINANCIAL INFORMATION
Tables containing (i) the accumulation unit value history of each subaccount of
Account A available through the Contract, offered in this prospectus and (ii)
the total investment value history of each subaccount are presented in Appendix
A -- Condensed Financial Information.
FINANCIAL STATEMENTS
The audited financial statements of Account A for the year ended December 31,
1999 and Equitable Life for the years ended December 31, 1999, 1998 and 1997 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 Account A, 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 Smith Barney Money Market subaccount, quotations of yield for the
subaccounts will be based on all investment income per unit (contract value
divided by the accumulation unit) earned during a given 30-day period, less
expenses accrued during such period. Information on standard total average
annual return performance will include average annual rates of total return for
1, 5 and 10 year periods, or lesser periods depending on how long the subaccount
of Account A 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 Account A, 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
5
<PAGE>
at the end of the period. Total return figures which assume no withdrawals at
the end of the period will reflect all recurring charges, but will not reflect
the surrender charge. In addition, we may present historic performance data for
the 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
of Account A. 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 Smith Barney Money Market 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 Smith Barney
Money Market subaccount in a manner similar to that used to calculate yield, but
when annualized, the income earned by the investment is assumed to be
reinvested. The "effective yield" will thus be slightly higher than the "yield"
because of the compounding effect of earnings. We calculate quotations of yield
for the remaining subaccounts on all investment income per accumulation unit
earned during a given 30-day period, after subtracting fees and expenses accrued
during the period.
We may compare performance information for a subaccount to: (i) the Standard &
Poor's 500 Stock Index, Dow Jones Industrial Average, Donoghue Money Market
Institutional Averages, or any other applicable market indices, (ii) other
variable annuity separate accounts or other investment products tracked by
Lipper Analytical Services (a widely used independent research firm which ranks
mutual funds and other investment companies), or any other rating service, and
(iii) the Consumer Price Index (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.
- --------------------------------------------------------------------------------
EQUITABLE LIFE INSURANCE COMPANY OF IOWA
- --------------------------------------------------------------------------------
Equitable Life Insurance Company of Iowa ("Equitable Life") was founded in Iowa
in 1867 and is the oldest life insurance company west of the Mississippi. The
Company is currently licensed to do business in the District of Columbia and all
states except New Hampshire and New York. The Company is a wholly owned
subsidiary of Equitable of Iowa Companies, Inc. ("Equitable of Iowa"), a
Delaware corporation, which in turn is a wholly owned subsidiary of ING Groep
N.V. ("ING"). On October 24, 1997, ING acquired all interest in Equitable of
Iowa and its subsidiaries. ING, based in The Netherlands, is a global financial
services holding company.
Equitable of Iowa is the holding company for Golden American Life Insurance
Company, Directed Services, Inc., the investment manager of the GCG Trust, 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 909 Locust Street, Des Moines, Iowa 50309.
Our administrative address is Customer Service, 1475 Dunwoody Drive, West
Chester, PA 19380. All correspondence regarding this contract should be mailed
to our administrative address.
6
<PAGE>
- --------------------------------------------------------------------------------
THE TRUSTS
- --------------------------------------------------------------------------------
In this prospectus, we refer to the GCG Trust, Travelers Series Fund Inc.,
Greenwich Street Series Fund and Smith Barney Concert Allocation Series
collectively as the "Trusts" and individually as a "Trust."
The GCG Trust is a mutual fund whose shares are available to separate accounts
funding variable annuity contracts offered by Equitable and other insurance
companies and variable life insurance policies offered by other insurance
companies. Pending SEC approval, shares of the GCG Trust may also be sold to
certain qualified pension and retirement plans.
The Travelers Series Fund Inc., Greenwich Street Series Fund and Smith Barney
Concert Allocation Series Inc. are also mutual funds whose shares are available
to Account A which funds variable insurance products offered by Equitable Life.
The Travelers Series Fund Inc., and Greenwich Street Series Fund shares may also
be available to other separate accounts funding variable insurance products
offered by Equitable Life. The Travelers Series Fund Inc., Greenwich Street
Series Fund and Smith Barney Concert Allocation Series Inc. may also sell their
shares to separate accounts of other insurance companies, both affiliated and
not affiliated with Equitable Life. The principal address of Travelers Series
Fund Inc., Greenwich Street Series Fund and Smith Barney Concert Allocation
Series is 388 Greenwich Street, New York, New York 10013.
In the event that, due to differences in tax treatment or other considerations,
the interests of contract owners of various contracts participating in the
Trusts conflict, we, the Boards of Trustees of the GCG Trust, and Greenwich
Street Series Fund, the Boards of Directors of Travelers Series Fund Inc. and
Smith Barney Concert Allocation Series Inc., and the management of Directed
Services, Inc., and any other insurance companies participating in the Trusts
will monitor events to identify and resolve any material conflicts that may
arise.
YOU WILL FIND COMPLETE INFORMATION ABOUT THE GCG TRUST, TRAVELERS SERIES FUND
INC., GREENWICH STREET SERIES FUND AND SMITH BARNEY CONCERT ALLOCATION SERIES IN
THE ACCOMPANYING PROSPECTUS FOR EACH TRUST. YOU SHOULD READ THEM CAREFULLY
BEFORE INVESTING.
- --------------------------------------------------------------------------------
EQUITABLE OF IOWA SEPARATE ACCOUNT A
- --------------------------------------------------------------------------------
Equitable Life Insurance Company of Iowa Separate Account A ("Account A") was
established as a separate account of the Company on July 14, 1988. It is
registered with the SEC as a unit investment trust under the Investment Company
Act of 1940. Account A is a separate investment account used for our variable
annuity contracts. We own all the assets in Account A but such assets are kept
separate from our other accounts.
Account A is divided in subaccounts. Each subaccount invests exclusively in
shares of one mutual fund investment portfolio of the GCG Trust, Travelers
Series Fund Inc., Greenwich Street Series Fund and Smith Barney Concert
Allocation Series Inc. Each investment portfolio has its own distinct investment
objectives and policies. Income, gains and losses, realized or unrealized, of a
portfolio are credited to or charged against the corresponding subaccount of
Account A 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 A. If the assets in Account A 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 A but
are not discussed in this prospectus. Account A may also invest in other
investment portfolios which are not available under your Contract.
7
<PAGE>
- --------------------------------------------------------------------------------
THE INVESTMENT PORTFOLIOS
- --------------------------------------------------------------------------------
During the accumulation phase, you may allocate your premium payments and
contract value to any of the investment portfolios listed below. YOU BEAR THE
ENTIRE INVESTMENT RISK FOR AMOUNTS YOU ALLOCATE TO THE INVESTMENT PORTFOLIOS AND
MAY LOSE YOUR PRINCIPAL.
TO OBTAIN FREE COPIES OF THESE PROSPECTUSES, PLEASE WRITE TO OUR CUSTOMER
SERVICE CENTER AT P.O. BOX 2700, WEST CHESTER, PENNSYLVANIA 19380 OR CALL (800)
366-0066 OR ACCESS THE SEC'S WEBSITE (HTTP://WWW.SEC.GOV).
INVESTMENT 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, TRAVELERS SERIES FUND INC.,
GREENWICH STREET SERIES FUND AND SMITH BARNEY CONCERT ALLOCATION SERIES. YOU
SHOULD READ THESE PROSPECTUSES BEFORE INVESTING.
- --------------------------------------------------------------------------------
INVESTMENT PORTFOLIO INVESTMENT OBJECTIVE
- --------------------------------------------------------------------------------
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.
--------------------------------------------------------
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.
--------------------------------------------------------
Mid-Cap Growth Seeks long-term growth of capital.
Invests primarily in equity securities of companies with
medium market capitalization which the portfolio manager
believes have above-average growth potential.
--------------------------------------------------------
TRAVELERS SERIES FUND, INC.
Smith Barney Large
Cap Value Seeks current income and long-term growth of income and
capital.
Invests primarily in common stocks of U.S. companies
having market capitalization of at least $5 billion at
the time of investment.
--------------------------------------------------------
Smith Barney
International Equity Seeks total return on its assets from growth of capital
and income.
Invests primarily in a diversified portfolio of equity
securities of established non-U.S. issuers.
--------------------------------------------------------
Smith Barney High
Income Seeks high current income. Secondary objective: capital
appreciation.
Invests in high-yielding corporate debt obligations and
preferred stock of foreign issuers. In addition, the
portfolio may invest up to 20% of its assets in the
securities of foreign issuers that are denominated in
currencies other than U.S. dollars.
--------------------------------------------------------
8
<PAGE>
- --------------------------------------------------------------------------------
INVESTMENT PORTFOLIO INVESTMENT OBJECTIVE
- --------------------------------------------------------------------------------
Smith Barney Money
Market Seeks maximum current income and preservation of
capital.
Invests in bank obligations and high quality commercial
paper, corporate obligations and municipal obligations
in addition to U.S. government securities and related
repurchase agreements.
--------------------------------------------------------
GREENWICH STREET SERIES FUND
Appreciation Seeks long-term appreciation of capital.
The fund invests primarily in equity securities of U.S.
companies. The fund typically invests in medium and
large capitalization companies but may also invest in
small capitalization companies. Equity securities
include exchange traded and over-the-counter common
stocks and preferred stocks, debt convertible into
equity securities, and warrants and rights relating to
equity securities.
--------------------------------------------------------
SMITH BARNEY CONCERT ALLOCATION SERIES INC.
Select High Growth Seeks capital appreciation.
Invests a large portion of its assets in aggressive
equity mutual funds that focus on smaller, more
speculative companies as well as mid-sized (or larger)
companies with the potential for rapid growth. A
significant portion of the portfolio may be invested in
international or emerging markets funds in order to
achieve a greater level of diversification.
--------------------------------------------------------
Select Growth Seeks long-term growth of capital.
Invests primarily in mutual funds that focus on
large-capitalization equity securities, to provide
growth. The portfolio also invests in small- and
middle-capitalization equity securities and
international securities. In addition, a significant
portion of the portfolio is also allocated to funds that
invest in fixed income securities to help reduce
volatility.
--------------------------------------------------------
Select Balanced Seeks long-term growth of capital and income, placing
equal emphasis on current income and capital
appreciation.
The portfolio divides its assets roughly between equity
and fixed-income mutual funds. The equity funds are
primarily large-capitalization, dividend-paying stock
funds. The fixed-income portion of the portfolio is
mainly invested in funds that invest in U.S. government
and agency securities, as well as mortgage-backed
securities.
--------------------------------------------------------
Select Conservative Seeks income, and secondarily, long-term capital growth.
The portfolio consists primarily of taxable fixed income
funds, with a significant portion invested in equity
funds that invest primarily in large-capitalization U.S.
stocks.
--------------------------------------------------------
Select Income Seeks high current income.
The portfolio allocates most of its assets to taxable
fixed-income funds designed to generate a high level of
income consistent with safety and relative stability of
principal. A small portion of the portfolio is invested
in equity funds that primarily invest in
large-capitalization U.S. stocks.
--------------------------------------------------------
INVESTMENT MANAGEMENT FEES AND OTHER EXPENSES
Directed Services, Inc. ("Directed Services") serves as the overall manager to
each portfolio of the GCG Trust. The GCG Trust pays Directed Services a monthly
fee for its investment advisory and management services. The monthly fee is
based on the average daily net assets of an investment portfolio, and in some
cases, the combined total assets of certain grouped portfolios. Directed
Services has retained portfolio managers to
9
<PAGE>
manage the assets of each portfolio of the GCG Trust. Directed Services (and not
the GCG Trust) pays each portfolio manager a monthly fee for managing the assets
of a portfolio, based on the average daily net assets of a portfolio. For a list
of the portfolio managers, see the front cover of this prospectus.
SSB Citi Fund Management LLC ("SSB Citi") serves as the investment advisor for
the Travelers Series Fund Inc. and the Greenwich Street Series Fund. The
Travelers Series Fund Inc. and the Greenwich Street Series Fund each pay SSB
Citi a monthly advisory fee for its investment advisory services based on the
average daily net assets of the respective investment portfolios.
Travelers Investment Advisers, Inc. ("Travelers") serves as the investment
advisor for the Smith Barney Concert Allocation Series Inc. Smith Barney Concert
Allocation Series Inc. pays a monthly advisory fee to Travelers based on the
average daily net assets of the investment portfolios.
Directed Services, SSB Citi and Travelers provide or procure, at their own
expense, the services necessary for the operation of the portfolios, including
the retention of portfolio managers to manage the assets of the certain
portfolios. Directed Services, SSB Citi and Travelers do not bear the expense of
brokerage fees and other transactional expenses for securities, taxes (if any)
paid by a portfolio, interest on borrowing, fees and expenses of the independent
trustees, and extraordinary expenses, such as litigation or indemnification
expenses.
Each portfolio deducts portfolio management fees and charges from the amounts
you have invested in the portfolios. For 1999, total portfolio fees and charges
ranged from 0.54% to 1.20%. See "Fees and Expenses" in this prospectus.
Equitable Life may receive compensation from the investment advisors,
administrators and distributors or directly from the portfolios in connection
with administrative, distribution or other services we provide and other cost
savings attributable to our services. It is anticipated that such compensation
will be based on assets of the particular portfolios attributable to the
Contract. The compensation paid by advisors, administrators or distributors may
vary.
You can find more detailed information about each portfolio's management fees in
the prospectuses for each Trust. You should read these prospectuses before
investing.
- --------------------------------------------------------------------------------
THE ANNUITY CONTRACT
- --------------------------------------------------------------------------------
The Contract described in this prospectus is an individual flexible premium
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,
Travelers Series Fund Inc., Greenwich Street Series Fund and Smith Barney
Concert Allocation Series Inc. in which the subaccounts funded by Account A
invest.
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.
10
<PAGE>
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.
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.
ANNUITANT
The annuitant is the person designated by you to be the measuring life in
determining annuity payments. The annuitant also determines the death benefit.
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.
BENEFICIARY
The beneficiary is named by you in a written request. The beneficiary is the
person who receives any death benefit proceeds. 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)).
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.
Unless you, as the owner, state otherwise, all rights of a beneficiary,
including an irrevocable beneficiary, will end if he or she dies before the
annuitant. If any beneficiary dies before the annuitant, that beneficiary's
interest will pass to any other beneficiaries according to their respective
interests. If all beneficiaries die before the annuitant, upon the annuitant's
death we will pay the death proceeds to the owner, if living, otherwise to the
owner's estate or legal successors.
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
The minimum premium payment for Non-Qualified Contracts is an aggregate of
$5,000 the first year. You may make additional payments of at least $100 or more
at any time after the free look period. Under certain circumstances, we may
waive and/or modify the minimum subsequent payment requirement. For Qualified
Contracts, you may make the minimum payments of $100 per month if payroll
deduction is used; otherwise it is an aggregate of $2,000 per year. Prior
approval must be obtained from us for subsequent payments in excess of $500,000
or for total payments in excess of $1,000,000. We reserve the right to accept or
decline any application or payment.
IRAs and other qualified plans already have the tax-deferral feature found in
this Contract. For an additional cost, the Contract provides other benefits
including death benefits and the ability to receive a lifetime income. See "Fees
and Expenses" in this prospectus.
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We will issue a Contract only if both the annuitant and the contract owner are
not older than age 85.
CREDITING OF PREMIUM PAYMENTS
We will allocate your premium payments within 2 business days after receipt, if
the application and all information necessary for processing the Contract are
complete. 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 it until the application is completed. We will
allocate your initial payment according to the instructions you specified. If
a subaccount is not available or requested in error, we will make inquiry about
a replacement subaccount. If we are unable to reach you or your representative,
we will allocate your initial payment proportionally among the other
subaccount(s) in your instructions. Once the completed application is received,
we will allocate the payment within 2 business days.
We will make inquiry to discover any missing information related to
subsequent payments. We will allocate the subsequent payment(s) pro rata
according to the current variable subaccount allocation unless you specify
otherwise. Any fixed allocation(s) will not be considered in the pro rata
calculations. If a subaccount is no longer available or requested in error,
we will allocate the subsequent payment(s) proportionally among the other
subaccount(s) in your current allocation or your allocation instructions.
For any subsequent premium payments, the payment will be credited at the
accumulation unit value next determined after receipt of your premium payment
and instructions.
We will allocate your initial premium payment to the subaccount(s) of Account A
as elected by you. Unless otherwise changed by you, subsequent premium payments
are allocated in the same manner as the initial premium payment. If you give us
allocation instructions along with a subsequent premium payment, the allocation
instructions will apply to only that payment unless you specify otherwise.
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 in Account A with respect to the Contract.
The net investment results of each subaccount vary with its investment
performance.
If your Contract is issued in a state that requires us to return your premium
payment during the free look period, then the portion of the first premium
payment that you had directed to the subaccounts may be placed in a subaccount
specifically designated by us (currently the Liquid Asset subaccount) for the
duration of the free look period. If you keep your Contract after the free look
period and the premium payment was allocated to a subaccount specifically
designated by us, 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.
ADMINISTRATIVE PROCEDURES
We may accept a request for Contract service in writing, by telephone, or other
approved electronic means, subject to our administrative procedures, which vary
depending on the type of service requested and may include proper completion of
certain forms, providing appropriate identifying information, and/or other
administrative requirements. We will process your request at the accumulation
value next determined only after you have met all administrative requirements.
CONTRACT VALUE
We determine your contract value on a daily basis beginning on the contract
date. Your contract value is the sum of the contract value in each subaccount in
which you are invested.
CONTRACT VALUE IN THE SUBACCOUNTS. On the contract date, the contract value
in the subaccount in which you are invested is equal to the initial premium paid
and designated to be allocated to the subaccount.
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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 may be allocated to a subaccount specially
designated by the Company during the free look period for this purpose
(currently, the Smith Barney Money Market subaccount).
On each business day after the contract date, we calculate the amount of
contract value in each subaccount as follows:
(1) We take the contract value in the subaccount at the end of the
preceding business day.
(2) We multiply (1) by the subaccount's Net Investment Factor since the
preceding business day.
(3) We add (1) and (2).
(4) We add to (3) any additional premium payments, and then add or
subtract transfers 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 Annual Contract Administration
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 Smith Barney Money Market
subaccount) prior to processing the surrender. This transfer will have no effect
on your cash surrender value. You may receive the cash surrender value in a
single sum payment or apply it under one or more annuity options. We will
usually pay the cash surrender value within 7 days.
Consult your tax advisor regarding the tax consequences associated with
surrendering your Contract. A surrender made before you reach age 59 1/2 may
result in a 10% tax penalty. See "Federal Tax Considerations" for more details.
THE SUBACCOUNTS
Each of the 13 subaccounts of Account A offered under this prospectus invests in
an investment portfolio with its own distinct investment objectives and
policies. Each subaccount of Account A invests in a corresponding portfolio of
the GCG Trust, a corresponding portfolio of the Travelers Series Fund, Inc., a
corresponding portfolio of the Greenwich Street Series Fund, or a corresponding
portfolio of the Smith Barney Concert Allocation Series Inc.
ADDITION, DELETION OR SUBSTITUTION OF SUBACCOUNTS AND OTHER CHANGES
We may make additional subaccounts available to you under the Contract. These
subaccounts will invest in investment portfolios we find suitable for your
Contract.
We may amend the Contract to conform to applicable laws or governmental
regulations. If we feel that investment in any of the investment portfolios has
become inappropriate to the purposes of the Contract, we
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may, with approval of the SEC (and any other regulatory agency, if required)
substitute another portfolio for existing and future investments. If you have
elected the dollar cost averaging, systematic withdrawals or automatic
rebalancing programs or if you have other outstanding instructions, and we
substitute or otherwise eliminate a portfolio which is subject to those
instructions, we will execute your instructions using the substituted or
proposed replacement portfolio, unless you request otherwise.
We also reserve the right to: (i) deregister Account A under the 1940 Act; (ii)
operate Account A as a management company under the 1940 Act if it is operating
as a unit investment trust; (iii) operate Account A 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 A; and (v) combine Account
A with other accounts.
We will, of course, provide you with written notice before any of these changes
are effected.
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 prior to the annuity start date and before the death of the annuitant,
you may withdraw all or part of your money. Keep in mind that if at least $100
does not remain in a subaccount, we will treat it as a request to surrender the
Contract. For Contracts issued in Idaho, no withdrawal may be made for 30 days
after the date of purchase. We will terminate the Contract if a total withdrawal
is made. If any single withdrawal or the sum of withdrawals exceeds the Free
Withdrawal Amount, you will incur a surrender charge. See "Charges and Fees --
Surrender Charge for Excess Withdrawals." You need to submit to us a written
request specifying accounts 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 pay the amount of any withdrawal from the
subaccounts within (7) calendar days of receipt of a request, unless the
"Suspension of Payments or Transfers" provision is in effect. 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. Keep in mind that a withdrawal will
result in the cancellation of Accumulation Units for each applicable subaccount
of the Account A.
For administrative purposes, we will transfer your money to a specially
designated subaccount (currently, the Smith Barney Money Market subaccount)
prior to processing the withdrawal. This transfer will not effect the withdrawal
amount you receive.
We offer the following three withdrawal options:
REGULAR WITHDRAWALS
After the free look period, you may make regular withdrawals. Each withdrawal
must be a minimum of $100 or your entire interest in the subaccount.
SYSTEMATIC WITHDRAWALS
You may choose to receive automatic systematic withdrawals on the 15th of each
month, or any other monthly date mutually agreed upon, from your contract value
in the subaccount(s). Each withdrawal payment must be at least $100 (or the
owner's entire interest in the subaccount, if less) and is taken pro rata from
the
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subaccount(s). We reserve the right to charge a fee for systematic withdrawals.
Currently, however, there are no charges for systematic withdrawals. You must
keep $100 in the subaccount or the withdrawal transaction will be deemed a
request to surrender the Contract.
You may change the amount 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 begin in a contract year where a regular
withdrawal has been taken but you may not change the amount of your withdrawals
in any contract year during which you had previously taken a regular withdrawal.
You may not elect this if you are taking IRA withdrawals.
IRA WITHDRAWALS
If you have a non-Roth IRA Contract and will be at least age 70 1/2 during the
current calendar year, you may elect to have distributions made to you to
satisfy requirements imposed by federal tax law. IRA withdrawals provide payout
of amounts required to be distributed by the Internal Revenue Service 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.
TEXAS OPTIONAL RETIREMENT PROGRAM
A Contract issued to a participant in the Texas Optional Retirement Program
("ORP") will contain an ORP endorsement that will amend the Contract as follows:
A) If for any reason a second year of ORP participation is not begun, the
total amount of the State of Texas' first-year contribution will be
returned to the appropriate institute of higher education upon its
request.
B) We will not pay any benefits if the participant surrenders the
Contract or otherwise, until the participant dies, accepts retirement,
terminates employment in all Texas institutions of higher education or
attains the age of 70 1/2. The value of the Contract may, however, be
transferred to
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other contracts or carriers during the period of ORP
participation. A participant in the ORP is required to obtain a
certificate of termination from the participant's employer before the
value of a Contract can be withdrawn.
REDUCTION OR ELIMINATION OF THE WITHDRAWAL CHARGE
The amount of the withdrawal charge on the Contracts may be reduced or
eliminated when sales of the Contracts are made to individuals or to a group of
individuals in a manner that results in savings of sales expenses. We will
determine whether we will reduce withdrawal charges after examining all the
relevant factors such as:
(1) The size and type of group to which sales are to be made. Generally,
the sales expenses for a larger group are less than for a smaller
group because of the ability to implement large numbers of Contracts
with fewer sales contacts.
(2) The total amount of premium payments to be received. Per Contract
sales expenses are likely to be less on larger premium payments than
on smaller ones.
(3) Any prior or existing relationship with the Company. Per Contract
sales expenses, are likely to be less when there is a prior existing
relationship because of the likelihood of implementing the Contract
with fewer sales contacts.
The withdrawal charge may be eliminated when the Contracts are issued to an
officer, director or employee of the Company or any of its affiliates. In no
event will reductions or elimination of the withdrawal charge be permitted where
reductions or elimination will be unfairly discriminatory to any person.
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TRANSFERS AMONG YOUR INVESTMENTS
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Prior to the annuity start date and after the free look period, 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. If more than 12 transfers
are made in any Contract Year, we will charge a transfer fee equal to the lesser
of 2% of the Contract value transferred or $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. The transfer fee will be deducted from the amount which is transferred.
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. Any transfer fee
will be deducted from the amount which is transferred.
The minimum amount that you may transfer is $100 or, if less, your entire
contract value.
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 A and the Company will not be liable
for following instructions communicated by telephone or other approved
electronic means that we reasonably believe to be genuine. We require personal
identifying information to process a request for transfer made over the
telephone.
DOLLAR COST AVERAGING
You may elect to participate in our dollar cost averaging program if you have at
least $500 of contract value in any subaccount. That subaccount will serve as
the source account from which we will, on a monthly basis, automatically
transfer a set dollar amount of money to other subaccount(s) you select. Dollar
Cost Averaging 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
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unit may be achieved over the long term. However,
we cannot guarantee this. When you elect the dollar cost averaging program, you
are continuously investing in securities regardless of fluctuating price levels.
You should consider your tolerance for investing through periods of fluctuating
price levels.
You elect the dollar amount you want transferred under this program. Each
monthly transfer must be at least $100. You must participate in any dollar cost
averaging program for at least five (5) months.
All dollar cost averaging transfers will be made on the 15th of each month or
another monthly date mutually agreed upon (or the next business day if the 15th
of the month is not a business day). Such transfers currently are not taken into
account in determining any transfer fees. We reserve the right to treat dollar
cost averaging transfers as standard transfers when determining the number of
transfers in a year and imposing any applicable transfer fees. If you, as an
owner, participate in the dollar cost averaging program you may not make
automatic withdrawals of your contract value or participate in the automatic
rebalancing program.
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. 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, or otherwise modify, suspend or
terminate this program. Of course, such change will not affect any dollar cost
averaging programs in operation at the time.
AUTOMATIC REBALANCING
If you have at least $25,000 of contract value invested in the subaccounts of
Account A, you may elect to have your investments in the subaccounts
automatically rebalanced. We will transfer funds under your Contract on a
quarterly, semi-annual, or annual calendar basis among the subaccounts to
maintain the investment blend of your selected subaccounts. The minimum size of
any allocation must be in full percentage points. Rebalancing does not affect
any amounts that you have allocated. The program may be used in conjunction with
the systematic withdrawal option only if withdrawals are taken pro rata.
Automatic rebalancing is not available if you participate in dollar cost
averaging. Automatic rebalancing will not take place during the free look
period. All automatic rebalancing transfers will be made on the 15th of the
month that rebalancing is requested or another monthly date mutually agreed upon
(or the next valuation date, if the 15th of the month is not a business day).
To participate in automatic rebalancing, send satisfactory notice to our
Customer Service Center. We will begin the program on the last business day of
the period in which we receive the notice. You may cancel the program at any
time. The program will automatically terminate if you choose to reallocate your
contract value among the subaccounts or if you make an additional premium
payment or partial withdrawal on other than a pro rata basis. Additional premium
payments and partial withdrawals effected on a pro rata basis will not cause the
automatic rebalancing program to terminate.
If you, as the Contract owner, are participating in automatic rebalancing, such
transfers currently are not taken into account in determining any transfer fee.
We reserve the right to treat automatic rebalancing transfers as standard
transfers when determining the number of transfers in a year and imposing any
applicable transfer fees.
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DEATH BENEFIT
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DEATH BENEFIT DURING THE ACCUMULATION PERIOD
We will pay a death benefit if the annuitant dies before the annuity start date.
Assuming you are also the contract owner, your beneficiary will receive a death
benefit unless the beneficiary is your surviving spouse and elects to continue
the Contract. The death benefit value is calculated at the close of the business
day on which we receive written notice and due proof of death, as well as
properly completed required forms, at our Customer Service Center. If the
beneficiary elects to delay receipt of the death benefit, the amount of the
death benefit payable in the future may be affected. If the deceased annuitant
was not an owner, the proceeds may be received in a single sum or applied to any
of the annuity options within one year of death. If the deceased annuitant was
an owner, then death proceeds must be distributed in accordance with the Death
of Owner provisions below. 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 single lump sum payments benefit proceeds within 7
days after our Customer Service Center has received sufficient information to
make the payment. For more information on required distributions under Federal
income tax laws, you should see "Required Distributions upon Contract Owner's
Death."
DEATH PROCEEDS
If the annuitant is less than AGE 67 at the time of purchase, the death benefit
is the greatest of:
(1) the contract value;
(2) the total premium payments made under the Contract after subtracting
any withdrawals; or
(3) the highest contract value (plus subsequent premiums less subsequent
withdrawals and taxes) determined on every contract anniversary on or
before your death beginning with the 8th anniversary and ending on the
last anniversary prior to you attaining age 76.
If the annuitant is BETWEEN THE AGES OF 67 THROUGH 75 at the time of purchase,
the death benefit is the greatest of:
(1) the contract value;
(2) the total premium payments made under the Contract after subtracting
any withdrawals; or
(3) The contract value (plus subsequent premiums less subsequent
withdrawals and taxes) determined on the 8th contract anniversary but
on or before your death.
If the annuitant is AGE 76 OR OLDER at the time of purchase, the death benefit
is the contract value.
Note: In all cases described above, amounts could be reduced by premium taxes
owed and withdrawals not previously deducted.
The beneficiary may choose an annuity payment option only during the 60-day
period beginning with the date we receive acceptable due proof of death.
The beneficiary may elect to have a single lump payment or choose one of the
annuity options.
The entire death proceeds must be paid within five (5) years of the date of
death unless:
(1) the beneficiary elects to have the death proceeds:
(a) payable under a payment plan over the life of the beneficiary or
over a period not extending beyond the life expectancy of the
beneficiary; and
(b) payable beginning within one year of the date of death; or
(2) if the beneficiary is the deceased owner's Spouse, the beneficiary may
elect to become the owner of the Contract and the Contract will
continue in effect.
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DEATH OF THE ANNUITANT
(1) If the annuitant dies prior to the annuity start date, we will pay the
death proceeds as provided above.
(2) If the annuitant dies after the annuity start date but before all of
the proceeds payable under the Contract have been distributed, the
Company will pay the remaining proceeds to the beneficiary(ies)
according to the terms of the supplementary contract.
DEATH OF OWNER
(1) If any owner of this Contract dies before the annuity start date, the
following applies:
(a) If the new owner is the deceased owner's spouse, this Contract
will continue and, if the deceased owner was also the annuitant,
the deceased owner's spouse will also be the annuitant.
(b) If the new owner is someone other than the deceased owner's
spouse, the entire interest in the Contract must be distributed
to the new owner:
(i) within 5 years of the deceased owner's death
or
(ii) over the life of the new owner or over a period not
extending beyond the life expectancy of the new owner, as
long as payments begin within one year of the deceased
owner's death.
If the deceased owner was the annuitant, the new owner will be the joint owner,
if any, or if there is no joint owner, the beneficiary.
If the deceased owner was not the annuitant, the new owner will be the joint
owner, if any, or if there is no joint owner, the contingent owner named under
the Contract. If there is no surviving joint or contingent owner, the new owner
will be the deceased owner's estate.
If the new owner under (b) above dies after the deceased owner but before the
entire interest has been distributed, any remaining distributions will be to the
new owner's estate.
(2) If the deceased owner was also the annuitant, the death of owner
provision shall apply in lieu of any provision providing payment under
the Contract when the annuitant dies before the annuity start date.
(3) If any owner dies on or after the annuity start date, but before all
proceeds payable under this Contract have been distributed, the
Company will continue payments to the annuitant (or, if the deceased
owner was the annuitant, to the beneficiary) under the payment method
in effect at the time of the deceased owner's death.
(4) For purposes of this section, if any owner of this Contract is not an
individual, the death or change of any annuitant shall be treated as
the death of an owner.
TRUST BENEFICIARY
If a trust is named as a beneficiary but we lack proof of the existence of the
trust at the time proceeds are to be paid to the beneficiary, that beneficiary's
interest will pass to any other beneficiaries according to their respective
interests (or to the annuitant's estate or the annuitant's legal successors, if
there are no other beneficiaries) unless proof of the existence of such trust is
provided.
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.
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If an 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 annuitant 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.
If the contract owner dies after the annuity start date, we will continue to
distribute any benefit payable at least as rapidly as under the annuity option
then in effect. All of the contract owner's rights granted under the Contract or
allowed by us will pass to the contract owner's beneficiary.
If the Contract has joint owners we will consider the date of death of the first
joint owner as the death of the contract owner and the surviving joint owner
will become the contract owner of the Contract.
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CHARGES AND FEES
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We deduct the charges described below to cover our cost and expenses, services
provided and risks assumed under the Contracts. We incur certain costs and
expenses for distributing and administrating the Contracts, for paying the
benefits payable under the Contracts and for bearing various risks associated
with the Contracts. The amount of a charge will not always correspond to the
actual costs associated. For example, the surrender charge collected may not
fully cover all of the distribution expenses incurred by us with the service or
benefits provided. In the event there are any profits from fees and charges
deducted under the Contract, we may use such profits to finance the distribution
of contracts.
SURRENDER CHARGES DEDUCTED FROM THE CONTRACT VALUE
For purposes of determining any applicable surrender charges under the Contract,
Contract value is removed in the following order: 1) earnings (Contract value
less premium payments not withdrawn); 2) premium payments in the Contract for
more than eight years (these premium payments are liquidated on a first in,
first out basis); 3) additional free amount (which is equal to 10% of the
premium payments in the Contract for less than eight years, fixed at the time of
the first withdrawal in the Contract year, plus 10% of the premium payments made
after the first withdrawal in the Contract year but before the next Contract
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anniversary, less any withdrawals in the same Contract year of premium payments
less than eight years old); and 4) premium payments in the Contract for less
than eight years (these premium payments are removed on a first in, first out
basis).
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 8-year period from the date
we receive and accept a premium payment. The surrender charge is based on a
percentage of each premium payment. This charge is intended to cover sales
expenses that we have incurred. We may in the future reduce or waive the
surrender charge in certain situations and will never charge more than the
maximum surrender charges. The percentage of premium payments deducted at the
time of surrender or excess withdrawal depends on the number of complete years
that have elapsed since that premium payment was made. We determine the
surrender charge as a percentage of each premium payment as follows:
COMPLETE YEARS ELAPSED 0 1 2 3 4 5 6 7 8+
SINCE PREMIUM PAYMENT
SURRENDER CHARGE 8% 7% 6% 5% 4% 3% 2% 1% 0%
FREE WITHDRAWAL AMOUNT. At any time, you may make a withdrawal without the
imposition of a surrender charge, of an amount equal to the sum of:
o earnings (contract value less unliquidated purchase payments);
o premium payments in the contract for more than eight years, and
o an amount which is equal to 10% of the premium payments in the
Contract for less than eight years, fixed at the time of the first
withdrawal in the Contract year, plus 10% of the premium payment made
after the first withdrawal in the Contract year (but before the next
Contract anniversary, less any withdrawals in the same Contract year
of premium payments less than eight years old).
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.
PREMIUM TAXES. We may make a charge for state and local premium taxes
depending on the contract owner's state of residence. The tax can range from 0%
to 3.5% of the premium. We have the right to change this amount to conform with
changes in the law or if the contract owner changes state of residence.
We deduct the premium tax from your contract value on the annuity start date.
However, some jurisdictions impose a premium tax at the time that initial and
additional premiums are paid, regardless of when the annuity payments begin. In
those states we may defer collection of the premium taxes from your contract
value and deduct it on surrender of the Contract, on excess withdrawals or on
the annuity start date.
ADMINISTRATIVE CHARGE. We deduct an annual administrative charge on each
Contract anniversary, or if you surrender your Contract prior to a Contract
anniversary, at the time we determine the cash surrender value payable to you.
The amount deducted is $30 per Contract unless waived by the Company. We deduct
the annual administrative charge proportionately from all subaccounts in which
you are invested.
TRANSFER CHARGE. You may make 12 free transfers each contract year. We will
assess a transfer charge equal to the lesser of 2% of the Contract value
transferred or an amount not greater than $25 for each transfer after the
twelfth transfer in a contract year. If such a charge is assessed, we would
deduct the
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charge as noted in "Charges Deducted from the Contract Value" above.
The charge will not apply to any transfers due to the election of dollar cost
averaging, automatic rebalancing and transfers we make to and from any
subaccount specially designated by the Company for such purpose. However, we
reserve the right to treat multiple transfers in a single day, auto rebalancing
and dollar cost averaging as standard transfers when determining annual
transfers and imposing the Transfer Charge.
CHARGES DEDUCTED FROM THE SUBACCOUNTS
MORTALITY AND EXPENSE RISK CHARGE. We deduct on each business day a
Mortality and Expense Risk Charge which is equal, on an annual basis, to 1.25%
of the average daily net asset value of the Separate Account. The charge is
deducted on each business day at the rate of .003446% for each day since the
previous business day.
If the Mortality and Expense Risk Charge is insufficient to cover the
actual costs, the loss will be borne by the Company. Conversely, if the amount
deducted proves more than sufficient, the excess will be a profit to the
Company.
The Mortality and Expense Risk Charge is guaranteed by the Company and
cannot be increased.
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 .000411%
(equivalent to an annual rate of 0.15%) on the assets in each subaccount.
TRUST EXPENSES
There are fees and charges deducted from each investment portfolio of the
Trusts. Each portfolio deducts portfolio management fees and charges from the
amounts you have invested in the portfolios. For 1999, total portfolio fees and
charges ranged from 0.54% to 1.20%. See "Fees and Expenses" in this Prospectus
for details.
Additionally, we may receive compensation from the investment advisers,
administrators, distributors of the portfolios in connection with
administrative, distribution or other services and cost savings experienced by
the investment advisers, administrators or distributors. It is anticipated that
such compensation will be based on assets of the particular portfolios
attributable to the Contract. Some advisers, administrators or distributors may
pay us more than others.
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THE ANNUITY OPTIONS
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SELECTING THE ANNUITY START DATE
You, as the owner, select an annuity start date at the date of purchase and may
elect a new annuity start date at any time by making a written request to the
Company at its Customer Service Center at least seven days prior to the annuity
start date.
The annuity start date must be at least 1 year from the contract date but before
the month immediately following the annuitant's 90th birthday, or 10 years from
the contract date, if later. If, on the annuity start date, a surrender charge
remains, the elected annuity option must include a period certain of at least 5
years.
If you do not select an annuity start date, it will automatically begin in the
month following the annuitant's 90th birthday, or 10 years from the contract
date, if later.
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
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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.
SELECTING A PAYMENT PLAN
On the annuity start date, we will begin making payments to the contract owner
under a payment plan. We will make these payments under the payment plan you
choose. The amount of the payments will be determined by applying the maturity
proceeds to the payment plan. If payment Plan A, Option 1; Plan B; or Plan C are
elected, the maturity proceeds will be the Contract value less any applicable
taxes not previously deducted. If the maturity proceeds are paid in cash or by
any other method not listed above, the maturity proceeds equal the Contract
value less:
(1) any applicable taxes not previously deducted; less
(2) the withdrawal charge, if any; less
(3) the annual contract administrative charge, if any.
You must elect a payment plan in writing at least seven (7) days before the
annuity start date. If no election is made, an automatic option of monthly
income for a minimum of 120 months and as long thereafter as the annuitant lives
will be applied.
The owner chooses a plan by sending a written request to the Customer Service
Center. The Company will send the owner the proper forms to complete. The
request, when recorded at the Company's Customer Service Center, will be in
effect from the date it was signed, subject to any payments or actions taken by
the Company before the recording. If, for any reason, the person named to
receive payments (the payee) is changed, the change will go into effect when the
request is recorded at the Company's Customer Service Center, subject to any
payments or actions taken by the Company before the recording.
FIXED PAYMENT PLANS
After the first Contract year, the maturity proceeds may be applied under one or
more of the payment plans described below. Payment plans not specified below may
be available only if they are approved both by the Company and the owner.
No withdrawal charge is deducted if Plan A-Option 1; Plan B or Plan C is
elected.
A plan is available only if the periodic payment is $100 or more. If the payee
is other than a natural person (such as a corporation), a plan will be available
only with our consent.
A supplementary contract will be issued in exchange for the Contract when
payment is made under a payment plan. The effective date of a payment plan shall
be a date upon which we and the owner mutually agree.
The minimum interest rate for Plans A and B is 3.0% a year, compounded yearly.
The minimum rates for Plan C were based on the 1983a Annuity Table at 3.0%
interest, compounded yearly. The Company may pay a higher rate at its
discretion.
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ANNUITY PAYMENT PLANS
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PLAN A. INTEREST
Option 1 The Contract value less any applicable taxes not previously
deducted may be left on deposit with us for five (5) years. Fixed
payments will be made monthly, quarterly, semi-annually, or
annually. We do not allow a monthly payment if the Contract value
applied under this option is less than $100,000. The proceeds may
not be withdrawn until the end of the five (5) year period.
Option 2 The cash surrender value may be left on deposit with the Company
for a specified period. Interest will be paid annually. All or
part of the Proceeds may be withdrawn at any time.
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PLAN B. FIXED PERIOD
The Contract value less any applicable taxes not previously
deducted will be paid until the proceeds, plus interest, are paid
in full. Payments may be paid annually or monthly. The payment
period cannot be more than thirty (30) years nor less than five
(5) years. The Contract provides for a table of minimum annual
payments. They are based on the age of the annuitant or the
beneficiary.
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PLAN C. LIFE INCOME
The Contract value less any applicable taxes not previously
deducted will be paid in monthly or annual payments for as long
as the annuitant or beneficiary, whichever is appropriate, lives.
The Company has the right to require proof satisfactory to it of
the age and sex of such person and proof of continuing survival
of such person. A minimum number of payments may be guaranteed,
if desired. The Contract provides for a table of minimum annual
payments. They are based on the age of the annuitant or the
beneficiary.
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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 A invests, as well as any other reports, notices or documents we are
required by law to furnish to you.
SUSPENSION OF PAYMENTS OR TRANSFERS
The Company reserves the right to suspend or postpone payments (in Illinois, for
a period not exceeding six months) for withdrawals or transfers for any period
when:
(1) the New York Stock Exchange is closed (other than customary weekend
and holiday closings);
(2) trading on the New York Stock Exchange is restricted;
(3) an emergency exists as a result of which disposal of securities held
in the Separate Account is not reasonably practicable or it is not
reasonably practicable to determine the value of the Separate
Account's net assets;
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(4) when the Company's Customer Service Center is closed; or
(5) during any other period when the SEC, by order, so permits for the
protection of owners; provided that applicable rules and regulations
of the SEC will govern as to whether the conditions described in (2)
and (3) exist.
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.
FREE LOOK
In most cases, 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. For purposes of the refund
during the free look period, your contract value includes a refund of any
charges deducted from your contract value. Because of the market risks
associated with investing in the portfolios, the contract value returned may be
greater or less than the premium payment you paid. Some states require us to
return to you the amount of the paid premium (rather than the contract value) in
which case you will not be subject to investment risk during the free look
period. 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 Smith
Barney Money Market subaccount). 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. Your Contract is void as of the day we receive your Contract and
your request. We determine your contract value at the close of business on
the day we receive your written refund request. If you keep your Contract after
the free look period and the investment is allocated to a subaccount specially
designated by the Company, we will put your money in the subaccount(s) chosen
by you, based on the accumulation unit value next computed for each subaccount.
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. See "Reduction or Elimination of the Withdrawal Charge"
for more details.
SELLING THE CONTRACT
Directed Services, Inc. ("Directed Services") is the principal underwriter and
distributor of the Contract issued through Account A. The principal address of
DSI is 1475 Dunwoody Drive, West Chester, PA 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. The selling
broker-dealer whose registered representative sold the contract receives a
maximum of 7.75% commission.
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Certain sales agreements may provide for a
combination of a certain percentage of commission at the time of sale and an
annual trail commission (which when combined could exceed 7.75% of total premium
payments).
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OTHER INFORMATION
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VOTING RIGHTS
We will vote the shares of a Trust owned by Account A according to your
instructions. However, if the 1940 Act or any related regulations should change,
or if interpretations of it or related regulations should change, and we decide
that we are permitted to vote the shares of a Trust in our own right, we may
decide to do so.
We determine the number of shares that you have in a subaccount by dividing the
Contract's contract value in that subaccount by the net asset value of one share
of the portfolio in which a subaccount invests. We count fractional votes. We
will determine the number of shares you can instruct us to vote 180 days or less
before a Trust's meeting. We will ask you for voting instructions by mail at
least 10 days before the meeting. If we do not receive your instructions in
time, we will vote the shares in the same proportion as the instructions
received from all Contracts in that subaccount. We will also vote shares we hold
in Account A which are not attributable to contract owners in the same
proportion.
STATE REGULATION
We are regulated by the Insurance Department of the State of Iowa. 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
We, 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 A.
LEGAL MATTERS
The legal validity of the Contracts was passed on by James Mumford, Esquire,
Executive Vice President, General Counsel and Secretary of Equitable Life.
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 Equitable Life and Account A 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 Internal Revenue Service ("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 Internal
Revenue Code (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 A, through the subaccounts, will satisfy these diversification
requirements.
INVESTOR CONTROL. In certain circumstances, owners of variable annuity
contracts have been considered for federal income tax purposes to be the owners
of the assets of the separate account supporting their contracts due to their
ability to exercise investment control over those assets. When this is the case,
the contract owners have been currently taxed on income and gains attributable
to the separate account assets. There is little guidance in this area, and some
features of the Contracts, such as the flexibility of a contract owner to
allocate premium payments and transfer contract values, have not been explicitly
addressed in published rulings. While we believe that the Contracts do not give
contract owners investment control over Account A 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.
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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.
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, OR 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.
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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 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 (or
plan participant) reaches age 70 1/2. For IRAs described in Section 408,
distributions generally must commence no later than the later of April 1 of the
calendar year following the calendar year in which the contract owner (or plan
participant) reaches age 70 1/2. Roth IRAs under Section 408A do not require
distributions at any time before the contract owner's death.
WITHHOLDING. Distributions from certain qualified plans generally are
subject to withholding for the contract owner's federal income tax liability.
The withholding rates vary according to the type of distribution and the
contract owner's tax status. The contract owner may be provided the opportunity
to elect not to have tax withheld from distributions. "Eligible rollover
distributions" from section 401(a) plans and section 403(b) tax-sheltered
annuities are subject to a mandatory federal income tax withholding of 20%. An
eligible rollover distribution is the taxable portion of any distribution from
such a plan, except certain distributions that are required by the Code or
distributions in a specified annuity form. The 20% withholding does not apply,
however, if the contract owner chooses a "direct rollover" from the plan to
another tax-qualified plan or IRA.
Brief descriptions of the various types of qualified retirement plans in
connection with a Contract follow. We will endorse the Contract as necessary to
conform it to the requirements of such plan.
CORPORATE AND SELF-EMPLOYED PENSION AND PROFIT SHARING PLANS.
Section 401(a) of the Code permits corporate employers to establish various
types of retirement plans for employees, and permits self-employed individuals
to establish these plans for themselves and their employees. These retirement
plans may permit the purchaser of the Contracts to accumulate retirement
savings
29
<PAGE>
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 IRA
Section 408A of the Code permits certain eligible individuals to contribute to a
Roth IRA. Contributions to a Roth IRA, which are subject to certain limitations,
are not deductible, and must be made in cash or as a rollover or transfer from
another Roth IRA or other IRA. A rollover from or conversion of an IRA to a Roth
IRA may be subject to tax, and other special rules may apply. Distributions from
a Roth IRA generally are not taxed, except that, once aggregate distributions
exceed contributions to the Roth IRA, income tax and a 10% penalty tax may apply
to distributions made (1) before age 59 1/2 (subject to certain exceptions) or
(2) during the five taxable years starting with the year in which the first
contribution is made to the Roth IRA. A 10% penalty may apply to amounts
attributable to a conversion from an IRA if they are distributed during the five
taxable years beginning with the year in which the conversion was made.
TAX SHELTERED ANNUITIES
Section 403(b) of the Code allows employees of certain Section 501(c)(3)
organizations and public schools to exclude from their gross income the premium
payments made, within certain limits, on a Contract that will provide an annuity
for the employee's retirement. These premium payments may be subject to FICA
(social security) tax.
Distributions of (1) salary reduction contributions made in years beginning
after December 31, 1988; (2) earnings on those contributions; and (3) earnings
on amounts held as of the last year beginning before January 1, 1989, are not
allowed prior to age 59 1/2, separation from service, death or disability.
Salary reduction contributions may also be distributed upon hardship, but would
generally be subject to penalties.
ENHANCED DEATH BENEFIT
The Contract includes an enhanced death benefit that in some cases may exceed
the greater of the premium payments or the account value. The IRS has not ruled
whether an enhanced death benefit could be characterized as an incidental
benefit, the amount of which is limited in any Code section 401(a) pension or
profit-sharing plan or Code section 403(b) tax-sheltered annuity. Because the
enhanced death benefit may exceed this limitation, employers using the Contract
in connection with such plans should consult their tax adviser. Further, the IRS
has not reviewed the Contract for qualification as an IRA or Roth IRA, and has
not addressed in a ruling of general applicability whether a death benefit
provision such as the enhanced death benefit provision in the Contract comports
with IRA qualification requirements.
OTHER TAX CONSEQUENCES
As noted above, the foregoing comments about the federal tax consequences under
the Contracts are not exhaustive, and special rules are provided with respect to
other tax situations not discussed in this prospectus. Further, the federal
income tax consequences discussed herein reflect our understanding of current
law, and the law may change. Federal estate and state and local estate,
inheritance and other tax consequences of ownership or receipt of distributions
under a Contract depend on the individual
30
<PAGE>
circumstances of each contract owner
or recipient of the distribution. A competent tax adviser should be consulted
for further information.
POSSIBLE CHANGES IN TAXATION
Although the likelihood of legislative change is uncertain, there is always the
possibility that the tax treatment of the Contracts could change by legislation
or other means. It is also possible that any change could be retroactive (that
is, effective before the date of the change). You should consult a tax adviser
with respect to legislative developments and their effect on the Contract.
- --------------------------------------------------------------------------------
STATEMENT OF ADDITIONAL INFORMATION
- --------------------------------------------------------------------------------
TABLE OF CONTENTS
ITEM PAGE
Company............................................................. 1
Experts............................................................. 1
Legal Opinions...................................................... 1
Distributor......................................................... 1
Yield Calculations for the Money Market Subaccounts................. 1
Performance Information............................................. 2
Annuity Provisions.................................................. 5
Financial Statements................................................ 5
- --------------------------------------------------------------------------------
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 COVER.
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
PLEASE SEND ME A FREE COPY OF THE STATEMENT OF ADDITIONAL INFORMATION FOR
SEPARATE ACCOUNT A.
Please Print or Type:
--------------------------------------------------
NAME
--------------------------------------------------
SOCIAL SECURITY NUMBER
--------------------------------------------------
STREET ADDRESS
--------------------------------------------------
CITY, STATE, ZIP
106966 5/00
31
<PAGE>
This page intentionally left blank.
32
<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 Equitable of Iowa Separate Account A 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.
MID-CAP GROWTH
- -----------------------------------------------------------
TOTAL # OF
ACCUMULATION
AUV AT UNITS AT TOTAL
YEAR END (AND YEAR END (AND AUV AT
AT BEGINNING OF AT BEGINNING OF YEAR END
FOLLOWING YEAR) FOLLOWING YEAR) (IN THOUSANDS)
- -----------------------------------------------------------
1999 $39.59 5,971,804 $ 236,452
1998 22.43 5,924,179 132,856
1997 18.52 4,824,991 89,357
1996 15.70 2,602,724 40,853
1995 13.21 759,597 10,037
1994 10.35 63,781 660
10/7/94 10.00 -- --
- -----------------------------------------------------------
RESEARCH
- -----------------------------------------------------------
TOTAL # OF
ACCUMULATION
AUV AT UNITS AT TOTAL
YEAR END (AND YEAR END (AND AUV AT
AT BEGINNING OF AT BEGINNING OF YEAR END
FOLLOWING YEAR) FOLLOWING YEAR) (IN THOUSANDS)
- -----------------------------------------------------------
1999 $28.04 13,175,523 $ 369,426
1998 22.89 14,188,466 324,775
1997 18.87 10,840,733 204,520
1996 15.93 4,845,240 77,175
1995 13.10 1,255,752 16,447
1994 9.72 69,177 672
10/7/94 10.00 -- --
- -----------------------------------------------------------
TOTAL RETURN
- -----------------------------------------------------------
TOTAL # OF
ACCUMULATION
AUV AT UNITS AT TOTAL
YEAR END (AND YEAR END (AND AUV AT
AT BEGINNING OF AT BEGINNING OF YEAR END
FOLLOWING YEAR) FOLLOWING YEAR) (IN THOUSANDS)
- -----------------------------------------------------------
1999 $18.06 11,904,760 $ 214,998
1998 17.72 12,496,442 221,408
1997 16.10 9,244,077 148,852
1996 13.51 4,354,338 58,835
1995 12.05 1,312,565 15,822
1994 9.81 33,106 325
10/7/94 10.00 -- --
- -----------------------------------------------------------
A1
<PAGE>
SMITH BARNEY LARGE CAP VALUE
- -----------------------------------------------------------
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)
- -----------------------------------------------------------
1999 $ 18.98 5,498,197 $ 104,328
1998 19.24 6,212,287 119,526
1997 17.77 4,211,810 74,830
1996 14.23 1,579,649 22,471
1995 12.05 295,134 3,555
4/5/95 10.00 -- --
- -----------------------------------------------------------
SMITH BARNEY INTERNATIONAL EQUITY
- -----------------------------------------------------------
TOTAL # OF
ACCUMULATION
AUV AT UNITS AT TOTAL
YEAR END (AND YEAR END (AND AUV AT
AT BEGINNING OF AT BEGINNING OF YEAR END
FOLLOWING YEAR) FOLLOWING YEAR) (IN THOUSANDS)
- -----------------------------------------------------------
1999 $ 23.61 1,887,697 $ 44,572
1998 14.28 2,094,601 29,904
1997 13.59 1,734,132 23,573
1996 13.42 804,975 10,805
1995 11.56 154,388 1,785
3/27/95 10.00 -- --
- -----------------------------------------------------------
SMITH BARNEY HIGH INCOME
- -----------------------------------------------------------
TOTAL # OF
ACCUMULATION
AUV AT UNITS AT TOTAL
YEAR END (AND YEAR END (AND AUV AT
AT BEGINNING OF AT BEGINNING OF YEAR END
FOLLOWING YEAR) FOLLOWING YEAR) (IN THOUSANDS)
- -----------------------------------------------------------
1999 $13.74 1,532,714 $ 21,057
1998 13.58 1,927,035 26,177
1997 13.72 1,544,897 21,190
1996 12.22 670,736 8,195
1995 10.94 72,283 791
4/28/95 10.00 -- --
- -----------------------------------------------------------
SMITH BARNEY MONEY MARKET
- -----------------------------------------------------------
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)
- -----------------------------------------------------------
1999 $ 11.74 1,482,594 $ 17,406
1998 11.37 770,258 8,755
1997 10.97 1,142,815 12,539
1996 10.59 348,906 3,694
1995 10.23 125,048 1,280
5/24/95 10.00 -- --
- -----------------------------------------------------------
A2
<PAGE>
APPRECIATION
- -----------------------------------------------------------
TOTAL # OF
ACCUMULATION
AUV AT UNITS AT TOTAL
YEAR END (AND YEAR END (AND AUV AT
AT BEGINNING OF AT BEGINNING OF YEAR END
FOLLOWING YEAR) FOLLOWING YEAR) (IN THOUSANDS)
- -----------------------------------------------------------
1999 $ 18.36 5,018,540 $ 92,147
1998 16.47 4,865,715 80,117
1997 14.01 2,177,729 30,521
1996 11.24 497,034 5,586
3/25/96 10.00 -- --
- -----------------------------------------------------------
SELECT HIGH GROWTH
- -----------------------------------------------------------
TOTAL # OF
ACCUMULATION
AUV AT UNITS AT TOTAL
YEAR END (AND YEAR END (AND AUV AT
AT BEGINNING OF AT BEGINNING OF YEAR END
FOLLOWING YEAR) FOLLOWING YEAR) (IN THOUSANDS)
- -----------------------------------------------------------
1999 $ 15.47 3,133,145 $ 48,465
1998 12.33 3,352,071 41,316
1997 10.87 1,866,333 20,288
2/5/97 10.00 -- --
- -----------------------------------------------------------
SELECT GROWTH
- -----------------------------------------------------------
TOTAL # OF
ACCUMULATION
AUV AT UNITS AT TOTAL
YEAR END (AND YEAR END (AND AUV AT
AT BEGINNING OF AT BEGINNING OF YEAR END
FOLLOWING YEAR) FOLLOWING YEAR) (IN THOUSANDS)
- -----------------------------------------------------------
1999 $ 14.21 5,002,402 $ 71,104
1998 12.29 5,366,983 65,955
1997 11.05 2,767,613 30,577
2/5/97 10.00 -- --
- -----------------------------------------------------------
SELECT BALANCED
- -----------------------------------------------------------
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)
- -----------------------------------------------------------
1999 $ 12.66 4,619,781 $ 58,498
1998 11.79 5,194,870 61,265
1997 11.06 2,668,341 29,507
2/5/97 10.00 -- --
- -----------------------------------------------------------
A3
<PAGE>
SELECT CONSERVATIVE
- -----------------------------------------------------------
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)
- -----------------------------------------------------------
1999 $ 11.89 1,212,873 $ 14,426
1998 11.52 1,417,361 16,327
1997 11.07 671,234 7,429
2/5/97 10.00 -- --
- -----------------------------------------------------------
SELECT INCOME
- -----------------------------------------------------------
TOTAL # OF
ACCUMULATION
AUV AT UNITS AT TOTAL
YEAR END (AND YEAR END (AND AUV AT
AT BEGINNING OF AT BEGINNING OF YEAR END
FOLLOWING YEAR) FOLLOWING YEAR) (IN THOUSANDS)
- -----------------------------------------------------------
1999 $ 11.39 518,879 $ 5,911
1998 11.45 644,938 7,387
1997 11.03 250,841 2,766
2/5/97 10.00 -- --
- -----------------------------------------------------------
A4
<PAGE>
APPENDIX B
SURRENDER CHARGE FOR EXCESS WITHDRAWALS EXAMPLE
The following assumes you made an initial premium payment of $25,000 and
additional premium payments of $25,000 in each of the second and third contract
years, for total premium payments under the Contract of $75,000. It also assumes
a withdrawal at the beginning of the fifth contract year of 30% of the contract
value of $90,000.
In this example, $22,500 (sum of $15,000 earnings and $75,000 x .10) is the
maximum free withdrawal amount that you may withdraw during the contract year
without a surrender charge. The total withdrawal would be $27,000 ($90,000 x
.30). Therefore, $4,500 ($27,000 - $22,500) is considered an excess withdrawal
of a part of the initial premium payment of $25,000 and would be subject to a 4%
surrender charge of $180 ($4,500 x .04).
B1
<PAGE>
EQUITABLE LIFE INSURANCE COMPANY OF IOWA
Equitable Life Insurance Company of Iowa is a stock company domiciled in Iowa
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
106966 5/00
<PAGE>
<PAGE>
EQUITABLE LIFE INSURANCE COMPANY OF IOWA
SEPARATE ACCOUNT A OF EQUITABLE LIFE INSURANCE COMPANY OF IOWA
- --------------------------------------------------------------------------------
PROFILE OF
PRIMELITE
INDIVIDUAL FLEXIBLE PREMIUM DEFERRED
VARIABLE ANNUITY CONTRACT
MAY 1, 2000
----------------------------------------------------------------------
This Profile is a summary of some of the more important points that
you should know and consider before purchasing the Contract. The
Contract is more fully described in the full prospectus which
accompanies this Profile. Please read the prospectus carefully.
----------------------------------------------------------------------
- --------------------------------------------------------------------------------
1. THE ANNUITY CONTRACT
The Contract offered in this prospectus is an individual flexible premium
deferred variable annuity contract between you and Equitable Life Insurance
Company of Iowa ("Equitable Life," "we," "us" or the "Company"). The Contract
provides a means for you to invest on a tax-deferred basis in one or more of 13
mutual fund investment portfolios through our Separate Account A listed under
Item 4. Keep in mind that you can lose or not make any money.
The Contract, like all deferred variable annuity contracts, has two phases: the
accumulation phase and the income phase. The accumulation phase is the period
between the contract date and the date on which you start receiving the annuity
payments under your Contract. The amounts you accumulate during the accumulation
phase will determine the amount of annuity payments you will receive. The income
phase begins 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 fixed annuity payment
options:
PRIMELITE PROFILE PROSPECTUS BEGINS AFTER
PAGE 7 OF THIS PROFILE
<PAGE>
- --------------------------------------------------------------------------------
ANNUAL OPTIONS
- --------------------------------------------------------------------------------
PLAN A. INTEREST
Option 1 The contract value, less any applicable taxes not previously
deducted, may be left on deposit with the Company for five (5)
years. We will make fixed payments monthly, quarterly,
semi-annually or annually. We do not make monthly payments if the
contract value applied to this option is less than $100,000. You
may not withdraw the proceeds until the end of the five (5) year
period.
Option 2 The cash surrender value may be left on deposit with us for a
specified period. Interest will be paid annually. All or part of
the proceeds may be withdrawn at any time.
- --------------------------------------------------------------------------------
PLAN B. FIXED PERIOD
The contract value, less any applicable taxes not previously
deducted, will be paid until the proceeds, plus interest, are
paid in full. Payments may be paid annually or monthly for a
period of not more than thirty (30) years nor less than five (5)
years. The Contract provides for a table of minimum annual
payments. They are based on the age of the annuitant or the
beneficiary.
- --------------------------------------------------------------------------------
PLAN C. LIFE INCOME
The contract value less any applicable taxes not previously
deducted will be paid in monthly or annual payments for as long
as the annuitant or beneficiary, whichever is appropriate, lives.
We have the right to require proof satisfactory to it of the age
and sex of such person and proof of continuing survival of such
person. A minimum number of payments may be guaranteed, if
desired. The Contract provides for a table of minimum annual
payments. They are based on the age of the annuitant or the
beneficiary.
- --------------------------------------------------------------------------------
3. PURCHASE (BEGINNING OF THE ACCUMULATION PHASE)
The minimum premium payment for Non-Qualified Contracts is an aggregate of
$5,000 the first year. You may make additional payments of at least $100 or more
at any time after the free look period. Under certain circumstances, we may
waive and/or modify the minimum subsequent payment requirement. For Qualified
Contracts, you may make the minimum payments of $100 per month if payroll
deduction is used; otherwise it is an aggregate of $2,000 per year. Prior
approval must be obtained from us for subsequent payments in excess of $500,000
or for total payments in excess of $1,000,000. We reserve the right to accept or
decline any application or payment. 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 will issue a Contract only if both the annuitant and the contract owner are
not older than age 85.
Who may purchase this Contract? The Contract may be purchased by individuals as
part of a personal retirement plan (a "non-qualified Contract"), or as a
Contract that qualifies for special tax treatment when purchased as either an
Individual Retirement Annuity (IRA) or in connection with a qualified retirement
plan (each a "qualified Contract").
IRAs and other qualified plans already have the tax-deferral feature found in
this Contract. For an additional cost, the Contract provides other benefits
including death benefits and the ability to receive a lifetime income. See
"Expenses" in this profile.
The Contract is designed for people seeking long-term tax-deferred accumulation
of assets, generally for retirement or other long-term purposes. The
tax-deferred feature is more attractive to people in high federal and state tax
brackets. You should not buy this Contract if you are looking for a short-term
investment or if you cannot risk getting back less money than you put in.
2 PRIMELITE PROFILE
<PAGE>
4. THE INVESTMENT PORTFOLIOS
You can direct your money into any one or more of the following 13 mutual fund
investment portfolios through our Separate Account A. The investment portfolios
are described in the prospectuses for the GCG Trust, Travelers Series Fund Inc.,
Greenwich Street Series Fund and Smith Barney Concert Allocation Series Inc. If
you invest in any of the following investment portfolios, depending on market
conditions, you may make or lose money:
THE GCG TRUST
Total Return Series
Research Series
Mid-Cap Growth Series
TRAVELERS SERIES FUND INC.
Smith Barney Large Cap Value Portfolio
Smith Barney International Equity Portfolio
Smith Barney High Income Portfolio
Smith Barney Money Market Portfolio
GREENWICH STREET SERIES FUND
Appreciation Portfolio
SMITH BARNEY CONCERT ALLOCATION SERIES INC.
Select High Growth Portfolio
Select Growth Portfolio
Select Balanced Portfolio
Select Conservative Portfolio
Select Income Portfolio
5. EXPENSES
The Contract has insurance features and investment features, and there are costs
related to each. The Company deducts an annual contract administrative charge of
$30. 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 asset-based
administrative charge and the mortality and expense risk charge is as follows:
Mortality & Expense Risk Charge............................ 1.25%
Asset-Based Administrative Charge.......................... 0.15%
-----
Total................................................... 1.40%
Each investment portfolio has charges for investment management fees and other
expenses. These charges, which vary by investment portfolio, currently range
from 0.54% to 1.20% annually (see table below) of the portfolio's average daily
net asset balance.
We deduct a surrender charge if you surrender your Contract or withdraw an
amount exceeding earnings plus the free withdrawal amount. We also deduct a
surrender charge if you annuitize under Plan A -- Option 1.
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.
At any time you may make a withdrawal, without the imposition of a surrender
charge, of an amount equal to the sum of:
(1) earnings (contract value less unliquidated premium payments not
withdrawn);
(2) payments in the Contract for more than eight years; and
3 PRIMELITE PROFILE
<PAGE>
(3) an amount which is equal to 10% of the payments in the Contract for
less than eight years, fixed at the time of the first withdrawal in
the contract year, plus 10% of the payments made after the first
withdrawal in the contract year but before the next contract
anniversary, less any withdrawals in the same Contract year of
payments less than eight years old.
The following table shows the schedule of the surrender charge that will apply.
The surrender charge is a percent of each premium payment.
COMPLETE YEARS ELAPSED 0 1 2 3 4 5 6 7 8+
SINCE PREMIUM PAYMENT
SURRENDER CHARGE 8% 7% 6% 5% 4% 3% 2% 1% 0%
The following table is designed to help you understand the Contract charges. The
"Total Annual Insurance Charges" column includes the maximum mortality and
expense risk charge, the asset-based administrative charge, and reflects the
annual contract administrative charge as 0.07% (based on an average contract
value of $45,000). The "Total Annual Investment Portfolio Charges" column
reflects the portfolio charges for each portfolio and are based on actual
expenses as of December 31, 1999 for the GCG Trust and the Greenwich Street
Series Fund; as of January 31, 2000 for the Concert Allocation Series Inc.; and
as of October 31, 1999 for the Travelers Series Fund Inc. The column "Total
Annual Charges" reflects the sum of the previous two columns. The columns under
the heading "Examples" show you how much you would pay under the Contract for a
1-year period and for a 10-year period.
As required by the Securities and Exchange Commission, the examples assume that
you invested $1,000 in a Contract that earns 5% annually and that you withdraw
your money at the end of Year 1 or at the end of Year 10. For Years 1 and 10,
the examples show the total annual charges assessed during that time. For these
examples, the premium tax is assumed to be 0%.
4 PRIMELITE PROFILE
<PAGE>
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------
TOTAL ANNUAL EXAMPLES:
TOTAL ANNUAL INVESTMENT TOTAL TOTAL CHARGES AT THE END OF:
INSURANCE PORTFOLIO ANNUAL -----------------------------
INVESTMENT PORTFOLIO CHARGES CHARGES CHARGES 1 YEAR 10 YEARS
- -----------------------------------------------------------------------------------------------------
THE GCG TRUST
<S> <C> <C> <C> <C> <C>
Total Return 1.47% 0.91% 2.38% $104 $ 272
- -----------------------------------------------------------------------------------------------------
Research 1.47% 0.91% 2.38% $104 $ 272
- -----------------------------------------------------------------------------------------------------
Mid-Cap Growth 1.47% 0.91% 2.38% $104 $ 272
TRAVELERS SERIES
FUND INC.
- -----------------------------------------------------------------------------------------------------
Smith Barney Large Cap Value 1.47% 0.67% 2.14% $102 $ 247
- -----------------------------------------------------------------------------------------------------
Smith Barney International
Equity 1.47% 1.00% 2.47% $105 $ 281
- -----------------------------------------------------------------------------------------------------
Smith Barney High Income 1.47% 0.66% 2.13% $102 $ 246
- -----------------------------------------------------------------------------------------------------
Smith Barney Money Market 1.47% 0.54% 2.01% $100 $ 234
GREENWICH STREET SERIES
FUND
- -----------------------------------------------------------------------------------------------------
Appreciation 1.47% 0.79% 2.26% $103 $ 260
- -----------------------------------------------------------------------------------------------------
SMITH BARNEY CONCERT
ALLOCATION SERIES INC.
Select High Growth 1.47% 1.20% 2.67% $107 $ 300
- -----------------------------------------------------------------------------------------------------
Select Growth 1.47% 1.13% 2.60% $106 $ 293
- -----------------------------------------------------------------------------------------------------
Select Balanced 1.47% 1.07% 2.54% $106 $ 288
- -----------------------------------------------------------------------------------------------------
Select Conservative 1.47% 1.07% 2.54% $106 $ 288
- -----------------------------------------------------------------------------------------------------
Select Income 1.47% 1.02% 2.49% $105 $ 283
- -----------------------------------------------------------------------------------------------------
</TABLE>
The examples above reflect an 8% surrender charge for Year 1. 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 or tax
deductible 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 earnings and the free withdrawal amount may be subject to a
surrender charge. Income tax and a penalty tax may apply to amounts withdrawn.
8. PERFORMANCE
The value of your Contract will fluctuate depending on the investment
performance of the portfolio(s) you choose. The following chart shows average
annual total return for each portfolio for the time periods shown.
5 PRIMELITE PROFILE
<PAGE>
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 any surrender charges. Please keep in mind that past
performance is not a guarantee of future results.
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------
FISCAL YEARS
INVESTMENT PORTFOLIO 1999 1998 1997 1996 1995
- -------------------------------------------------------------------------------------
Managed by Massachusetts Financial Services Company***
<S> <C> <C> <C> <C> <C>
Mid-Cap Growth 76.48% 21.02% 17.91% 18.72% 27.59%
Research 22.42% 21.26% 18.37% 21.54% 34.63%
Total Return 1.86% 9.96% 19.10% 12.02% 22.74%
- -------------------------------------------------------------------------------------
Managed by SSB Citi Fund Management LLC**
Smith Barney Large Cap Value -1.45% 8.22% 24.78% 17.98% --
Smith Barney International Equity 65.32% 4.95% 1.20% 15.05% --
Smith Barney High Income 1.06% -1.04% 12.19% 11.50% --
Smith Barney Money Market 3.21% 3.52% 3.56% 3.38% --
Appreciation 11.44% 17.41% 24.55% 12.38% --
- -------------------------------------------------------------------------------------
Managed by Travelers Investment Adviser, Inc.*
Select High Growth 25.00% 13.69% -- -- --
Select Growth 14.42% 12.29% -- -- --
Select Balanced 5.95% 7.93% -- -- --
Select Conservative 2.58% 4.61% -- -- --
Select Income -0.86% 4.03% -- -- --
- ----------------------
</TABLE>
* Year Ended January 31, 2000
** Year Ended October 31, 1999 for all portfolios except the Appreciation
Portfolio, whose average annual total return is based on a December 31,
1999 fiscal year end.
*** Year Ended December 31, 1999
9. DEATH BENEFIT
We will pay a death benefit if the annuitant dies before the annuity start date.
Assuming you are the annuitant, your beneficiary will receive a death benefit
unless the beneficiary is your surviving spouse and elects to continue the
Contract. The death benefit value is calculated at the close of the business day
on which we receive written notice and due proof of death, as well as properly
completed required claim forms, at our Customer Service Center and the
beneficiary's election regarding payment. If the beneficiary elects to delay
receipt of the death benefit now, 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 within one year of death. If we do not receive a
request to apply the death benefit proceeds to an annuity option, we will make a
single sum distribution. We will generally pay death benefit proceeds within 7
days after our Customer Service Center has received sufficient information to
make the payment.
The death benefit may be subject to certain mandatory distribution rules
required by federal tax law.
DEATH PROCEEDS
If the annuitant is AGE 67 OR YOUNGER at the time of purchase, the death benefit
is the greatest of:
(1) the contract value;
(2) the total premium payments made under the Contract after subtracting
any withdrawals; or
(3) the highest contract value (plus subsequent premiums less subsequent
withdrawals) determined on every contract anniversary on or before
your death beginning with the 8th anniversary and ending on the last
anniversary prior to you attaining age 76.
If the annuitant is BETWEEN THE AGES OF 68 AND 75 at the time of purchase, the
death benefit is the greatest of:
(1) the contract value;
6 PRIMELITE PROFILE
<PAGE>
(2) the total premium payments made under the Contract after subtracting
any withdrawals; or
(3) The contract value (plus subsequent premiums less subsequent
withdrawals) determined on the 8th contract anniversary but on or
before your death.
If the annuitant is AGE 76 OR OLDER at the time of purchase, the death benefit
is the contract value.
Note: In all cases described above, amounts could be reduced by premium taxes
owed and withdrawals not previously deducted.
If the owner or annuitant dies after the annuity start date, we will continue to
pay benefits in accordance with the supplemental agreement in effect.
10. OTHER INFORMATION
FREE LOOK. If you cancel the Contract within 10 days after you receive it,
you will receive a full refund of your contract value. For purposes of the
refund during the free look period, your contract value includes a refund of any
charges deducted from your contract value. Because of the market risks
associated with investing in the portfolios, the contract value returned may be
greater or less than the premium payment you paid. Some states require us to
return to you the amount of the paid premium (rather than the contract value) in
which case you will not be subject to investment risk during the free look
period. Also, in some states, you may be entitled to a longer free look period.
We determine your contract value at the close of business on the day we receive
your written refund request.
TRANSFERS AMONG INVESTMENT PORTFOLIOS. Prior to the annuity start date, you
may transfer your contract value among the subaccounts in which you are invested
at the end of the free look period. We currently do not charge you for transfers
made during a contract year, but reserve the right to charge the lesser of 2% of
the Contract value transferred or $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. The
transfer fee will be deducted from the amount which is transferred.
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.
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 A 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.
NO PROBATE. In most cases, when you die, the person you choose as your
beneficiary will receive the death benefit without going through probate. See
"Federal Tax Considerations--Taxation of Death Benefit Proceeds" in the
prospectus for the Contract.
ADDITIONAL FEATURES. This Contract has other features that may interest
you. These include:
Dollar Cost Averaging. This is a program that allows you to invest a
fixed amount of money in the investment portfolios each month, which may
give you a lower average cost per unit over time than a single one-time
purchase. Dollar cost averaging requires regular investments regardless of
fluctuating price levels, and does not guarantee profits or prevent losses
in a declining market. The minimum amount which may be transferred is $100.
You must participate for at least five (5) months and have a minimum of
$500 in the subaccount from which dollar cost averaging payments will be
taken.
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
7 PRIMELITE PROFILE
<PAGE>
course, any applicable income and penalty taxes will apply on amounts
withdrawn.
Automatic Rebalancing. If your contract value is $25,000 or more, you
may elect to have the Company automatically readjust the money between your
investment portfolios periodically to keep the blend you select.
Investments in the fixed account are not eligible for automatic
rebalancing. However, we reserve the right to offer the program on
contracts with a lesser amount.
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.
8 PRIMELITE PROFILE
<PAGE>
This page intentionally left blank.
<PAGE>
- --------------------------------------------------------------------------------
EQUITABLE LIFE INSURANCE COMPANY OF IOWA
SEPARATE ACCOUNT A OF EQUITABLE LIFE INSURANCE COMPANY OF IOWA
MAY 1, 2000
INDIVIDUAL FLEXIBLE PREMIUM
DEFERRED VARIABLE ANNUITY
PRIMELITE
- --------------------------------------------------------------------------------
This prospectus describes an Individual Flexible Premium Deferred Variable
Contract (the "Contract") offered by Equitable Life Insurance Company of Iowa
("Equitable Life," the "Company," "we" or "our"). The Contract is available in
connection with certain retirement plans that qualify for special federal income
tax treatment ("qualified Contracts") as well as those that do not qualify for
such treatment ("non-qualified Contracts").
The Contract provides a means for you to invest your premium payments in one or
more of 13 mutual fund investment portfolios. 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:
MASSACHUSETTS FINANCIAL SERVICES
COMPANY
Total Return Series
Research Series
Mid-Cap Growth Series
TRAVELERS INVESTMENT ADVISER, INC.
Select High Growth Portfolio
Select Growth Portfolio
Select Balanced Portfolio
Select Conservative Portfolio
Select Income Portfolio
SSB CITI FUND MANAGEMENT LLC
Smith Barney Large Cap Value Portfolio
Smith Barney International Equity Portfolio
Smith Barney High Income Portfolio
Smith Barney Money Market Portfolio
Appreciation Portfolio
The above mutual fund investment portfolios are purchased and held by
corresponding divisions of our Separate Account A. We refer to the divisions as
"subaccounts."
For Contracts sold in some states, not all subaccounts are available. The
prospectuses of the GCG Trust, Travelers Series Fund, Inc., Greenwich Street
Series Fund and Smith Barney Concert Allocation Series Inc. may contain
portfolios not currently available in connection with your Contract. You have
the right to return the 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, 2000, has been filed with the Securities and Exchange Commission
("SEC"). It is available without charge upon request. To obtain a copy of this
document, write to our Customer Service Center at 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, TRAVELERS SERIES FUND INC., GREENWICH STREET
SERIES FUND AND SMITH BARNEY CONCERT ALLOCATION SERIES INC. IS NOT A BANK
DEPOSIT AND IS NOT INSURED OR GUARANTEED BY THE FEDERAL DEPOSIT INSURANCE
CORPORATION OR ANY OTHER GOVERNMENT AGENCY.
THIS PROSPECTUS MUST BE ACCOMPANIED BY A CURRENT PROSPECTUS FOR THE GCG TRUST,
TRAVELERS SERIES FUND INC., GREENWICH STREET SERIES FUND AND SMITH BARNEY
CONCERT ALLOCATION SERIES INC.
<PAGE>
- --------------------------------------------------------------------------------
TABLE OF CONTENTS
- --------------------------------------------------------------------------------
PAGE
Index of Special Terms.................................................. 1
Fees and Expenses....................................................... 2
Performance Information................................................. 5
Accumulation Unit................................................... 5
Net Investment Factor............................................... 5
Condensed Financial Information..................................... 5
Financial Statements................................................ 5
Performance Information............................................. 5
Equitable Insurance Company of Iowa..................................... 6
The Trusts.............................................................. 7
Equitable Insurance Company of Iowa Separate Account A.................. 7
The Investment Portfolios............................................... 8
Investment Objectives............................................... 8
Investment Management Fees and Other Expenses....................... 9
The Annuity Contract.................................................... 10
Contract Date and Contract Year .................................... 10
Annuity Start Date.................................................. 10
Contract Owner...................................................... 11
Annuitant........................................................... 11
Beneficiary......................................................... 11
Purchase and Availability of the Contract........................... 11
Crediting of Premium Payments....................................... 12
Administrative Procedures........................................... 12
Contract Value...................................................... 12
Cash Surrender Value................................................ 13
Surrendering to Receive the Cash Surrender Value.................... 13
The Subaccounts..................................................... 13
Addition, Deletion or Substitution of Subaccounts and Other Changes. 13
Other Important Provisions.......................................... 14
Withdrawals............................................................. 14
Regular Withdrawals................................................. 14
Systematic Withdrawals.............................................. 14
IRA Withdrawals..................................................... 15
Texas Optional Retirement Program................................... 15
Reduction or Elimination of the Withdrawal Charge................... 16
Transfers Among Your Investments........................................ 16
Dollar Cost Averaging............................................... 16
Automatic Rebalancing............................................... 17
Death Benefit........................................................... 18
Death Benefit During the Accumulation Phase......................... 18
Death Proceeds.................................................. 18
Death of the Annuitant.......................................... 19
Death of Owner.................................................. 19
Trust Beneficiary............................................... 19
Required Distribution upon Contract Owner's Death................... 19
i
<PAGE>
- --------------------------------------------------------------------------------
TABLE OF CONTENTS (CONTINUED)
- --------------------------------------------------------------------------------
PAGE
Charges and Fees........................................................ 20
Charges Deducted from the Contract Value............................ 20
Surrender Charge................................................ 21
Free Withdrawal Amount.......................................... 21
Surrender Charge for Excess Withdrawals......................... 21
Premium Taxes................................................... 21
Administrative Charge........................................... 21
Transfer Charge................................................. 21
Charges Deducted from the Subaccounts............................... 22
Mortality and Expense Risk Charge............................... 22
Asset-Based Administrative Charge............................... 22
Trust Expenses...................................................... 22
The Annuity Options..................................................... 22
Selecting the Annuity Start Date.................................... 22
Selecting a Payment Plan............................................ 23
Fixed Payment Plans................................................. 23
Other Contract Provisions............................................... 24
Reports to Contract Owners.......................................... 24
Suspension of Payments.............................................. 24
In Case of Errors in Your Application............................... 25
Assigning the Contract as Collateral................................ 25
Contract Changes-Applicable Tax Law................................. 25
Free Look........................................................... 25
Group or Sponsored Arrangements..................................... 25
Selling the Contract................................................ 25
Other Information....................................................... 26
Voting Rights....................................................... 26
State Regulation.................................................... 26
Legal Proceedings................................................... 26
Legal Matters....................................................... 26
Experts............................................................. 26
Federal Tax Considerations.............................................. 27
Statement of Additional Information
Table of Contents................................................... 30
Appendix A
Condensed Financial Information..................................... A1
Appendix B
Surrender Charges for Excess Withdrawals Example.................... B1
ii
<PAGE>
- --------------------------------------------------------------------------------
INDEX OF SPECIAL TERMS
- --------------------------------------------------------------------------------
The following special terms are used throughout this prospectus. Refer to the
page(s) listed for an explanation of each term:
SPECIAL TERM PAGE
Accumulation Unit 5
Annuitant 11
Annuity Options 22
Annuity Start Date 10
Cash Surrender Value 13
Contract Date 10
Contract Owner 11
Contract Value 12
Contract Year 10
Free Withdrawal Amount 21
Net Investment Factor 5
Death Benefit 18
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
Surrender Charge Withdrawal Charge
Automatic Rebalancing Automatic Portfolio Rebalancing
Systematic Withdrawals Automatic Withdrawals
Annuity Start Date Maturity Date
Premium Payment Purchase Payment
Annual Contract Administrative Charge Annual Contract Maintenance Charge
Business Day Valuation Date
Asset-Based Administrative Charge Administrative Charge
Contract Date Issue Date
Contract Year Contract Anniversary Date
Accumulation Phase Accumulation Period
Annuity Options Payment Plans
Cash Surrender Value Contract Withdrawal Value
1
<PAGE>
- --------------------------------------------------------------------------------
FEES AND EXPENSES
- --------------------------------------------------------------------------------
CONTRACT OWNER TRANSACTION EXPENSES
COMPLETE YEARS ELAPSED 0 1 2 3 4 5 6 7 8+
SINCE PREMIUM PAYMENT
SURRENDER CHARGE 8% 7% 6% 5% 4% 3% 2% 1% 0%
TRANSFER CHARGE
There is no charge for the first 12 transfers in a Contract Year;
thereafter the fee is the lesser of 2% of the Contract value transferred or
$25.
ANNUAL CONTRACT ADMINISTRATIVE CHARGE
Administrative Charge.......................................... $30
SEPARATE ACCOUNT ANNUAL CHARGES*
Mortality and Expense Risk Charge........................ 1.25%
Asset-Based Administrative Charge........................ 0.15%
-----
Total Separate Account Charges........................... 1.40%
* As a percentage of average assets in each subaccount.
THE GCG TRUST ANNUAL EXPENSES (as a percentage of the average daily net assets
of a portfolio):
- --------------------------------------------------------------------------------
MANAGEMENT OTHER TOTAL
PORTFOLIO FEE(1) EXPENSES(2) EXPENSES(3)
- --------------------------------------------------------------------------------
Total Return 0.91% 0.00% 0.91%
- --------------------------------------------------------------------------------
Research 0.91% 0.00% 0.91%
- --------------------------------------------------------------------------------
Mid-Cap Growth 0.91% 0.00% 0.91%
- --------------------------------------------------------------------------------
(1) Fees decline as the total assets of certain combined portfolios
increase. See the prospectus for the GCG Trust for more information.
(2) Other expenses generally consist of independent trustees fees and
certain expenses associated with investing in international markets.
Other expenses are based on actual expenses for the year ended
December 31, 1999, except for portfolios that commenced operations in
2000 where the charges have been estimated.
(3) Total Expenses are based on actual expenses for the fiscal year ended
December 31, 1999.
TRAVELERS SERIES FUND ANNUAL EXPENSES (as a percentage of the average daily net
assets of the portfolio):
- --------------------------------------------------------------------------------
MANAGEMENT OTHER TOTAL
PORTFOLIO FEE EXPENSES(1) EXPENSES
- --------------------------------------------------------------------------------
Smith Barney Large Cap Value 0.65% 0.02% 0.67%
- --------------------------------------------------------------------------------
Smith Barney International Equity 0.90% 0.10% 1.00%
- --------------------------------------------------------------------------------
Smith Barney High Income 0.60% 0.06% 0.66%
- --------------------------------------------------------------------------------
Smith Barney Money Market 0.50% 0.04% 0.54%
- --------------------------------------------------------------------------------
(1) Other expenses are based on actual expenses for the fiscal year ended
October 31, 1999.
2
<PAGE>
GREENWICH STREET SERIES FUND ANNUAL EXPENSES (as a percentage of the average
daily net assets of the portfolio):
- --------------------------------------------------------------------------------
MANAGEMENT OTHER TOTAL
PORTFOLIO FEE EXPENSES(1) EXPENSES
- --------------------------------------------------------------------------------
Appreciation 0.55% 0.24% 0.79%
- --------------------------------------------------------------------------------
(1) Other expenses are based on actual expenses for the year ended
December 31, 1999.
SMITH BARNEY CONCERT ALLOCATION SERIES INC. ANNUAL EXPENSES (as a percentage of
the average daily net assets of the portfolio):
- --------------------------------------------------------------------------------
MANAGEMENT OTHER TOTAL
PORTFOLIO FEE EXPENSES(1) EXPENSES
- --------------------------------------------------------------------------------
Smith Barney Select High Growth 0.35% 0.85% 1.20%
- --------------------------------------------------------------------------------
Smith Barney Select Growth 0.35% 0.78% 1.13%
- --------------------------------------------------------------------------------
Smith Barney Select Balanced 0.35% 0.72% 1.07%
- --------------------------------------------------------------------------------
Smith Barney Select Conservative 0.35% 0.72% 1.07%
- --------------------------------------------------------------------------------
Smith Barney Select Income 0.35% 0.67% 1.02%
- --------------------------------------------------------------------------------
(1) Other expenses are based on a weighted average of the expense ratios
of the underlying funds in which a particular portfolio was invested
on January 31, 2000. The expense ratios for the underlying funds are
based on actual expense for each fund's Class Y shares as of the end
of such fund's most recent fiscal year.
The purpose of the foregoing tables is to help you understand the various costs
and expenses that you will bear directly and indirectly. The tables reflect
expenses of Account A as well as the expenses of the investment portfolios. See
the prospectuses of the GCG Trust, Travelers Series Fund Inc., Greenwich Street
Series Fund and Smith Barney Concert Allocation Series Inc. for additional
information on portfolio expenses.
Premium taxes (which currently range from 0% to 3.5% of premium payments) may
apply, but are not reflected in the tables above or in the examples below.
3
<PAGE>
EXAMPLES:
The following examples are based on an assumed 5% annual return.
If you surrender your contract at the end of the applicable time period, or if
you choose Payment Plan A - Option 2, you would pay the following expenses for
each $1,000 invested:
<TABLE>
<CAPTION>
THE GCG TRUST 1 YEAR 3 YEARS 5 YEARS 10 YEARS
<S> <C> <C> <C> <C>
Total Return.................... $104 $ 128 $ 163 $ 272
Research........................ $104 $ 128 $ 163 $ 272
Mid-Cap Growth.................. $104 $ 128 $ 163 $ 272
TRAVELERS SERIES FUND INC.
Smith Barney Large Cap Value.... $102 $ 121 $ 151 $ 247
Smith Barney International Equity $105 $ 131 $ 168 $ 281
Smith Barney High Income........ $102 $ 121 $ 150 $ 246
Smith Barney Money Market....... $100 $ 117 $ 144 $ 234
GREENWICH STREET SERIES FUND
Appreciation.................... $103 $ 125 $ 157 $ 260
SMITH BARNEY CONCERT
ALLOCATION SERIES INC.
Select High Growth.............. $107 $ 137 $ 177 $ 300
Select Growth................... $106 $ 135 $ 174 $ 293
Select Balanced................. $106 $ 133 $ 171 $ 288
Select Conservative............. $106 $ 133 $ 171 $ 288
Select Income................... $105 $ 132 $ 169 $ 283
</TABLE>
If you do not surrender your Contract or if you annuitize on the annuity start
date under a payment plan other than Plan A, Option 2, you would pay the
following expenses for each $1,000 invested:
<TABLE>
<CAPTION>
THE GCG TRUST 1 YEAR 3 YEARS 5 YEARS 10 YEARS
<S> <C> <C> <C> <C>
Total Return.................... $ 24 $ 68 $ 123 $ 272
Research........................ $ 24 $ 68 $ 123 $ 272
Mid-Cap Growth.................. $ 24 $ 68 $ 123 $ 272
TRAVELERS SERIES FUND INC.
Smith Barney Large Cap Value.... $ 22 $ 61 $ 111 $ 247
Smith Barney International Equity $ 25 $ 71 $ 128 $ 281
Smith Barney High Income........ $ 22 $ 61 $ 110 $ 246
Smith Barney Money Market....... $ 20 $ 57 $ 104 $ 234
GREENWICH STREET SERIES FUND
Appreciation.................... $ 23 $ 65 $ 117 $ 260
SMITH BARNEY CONCERT
ALLOCATION SERIES INC.
Select High Growth.............. $ 27 $ 77 $ 137 $ 300
Select Growth................... $ 26 $ 75 $ 134 $ 293
Select Balanced................. $ 26 $ 73 $ 131 $ 288
Select Conservative............. $ 26 $ 73 $ 131 $ 288
Select Income................... $ 25 $ 72 $ 129 $ 283
</TABLE>
The examples above reflect the annual administrative charge as an annual charge
of 0.07% of assets (based on an average contract value of $45,000). Your charge
would be higher for smaller Contract values and lower for higher Contract
values. Premium taxes may apply and are not reflected in the example.
4
<PAGE>
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.
- --------------------------------------------------------------------------------
PERFORMANCE INFORMATION
- --------------------------------------------------------------------------------
ACCUMULATION UNIT
We use accumulation units to calculate the value of a Contract. Each subaccount
of Equitable Life Separate Account A ("Account A") has its own accumulation unit
value. The accumulation units are valued each business day that the New York
Stock Exchange is open for trading. Their values may increase or decrease from
day to day according to a Net Investment Factor, which is primarily based on the
investment performance of the applicable investment portfolio. Shares in the
investment portfolios are valued at their net asset value.
THE NET INVESTMENT FACTOR
The Net Investment Factor is an index number which reflects charges under the
Contract and the investment performance of the subaccount. The Net Investment
Factor is calculated as follows:
(1) We take the net asset value of the subaccount at the end of each
business day.
(2) We add to (1) the amount of any dividend or capital gains distribution
declared for the subaccount and reinvested in such subaccount. We
subtract from that amount a charge for our taxes, if any.
(3) We divide (2) by the net asset value of the subaccount at the end of
the preceding business day.
(4) We then subtract the daily mortality and expense risk charge and the
daily asset-based administrative charge from each subaccount.
Calculations for the subaccount are made on a per share basis.
CONDENSED FINANCIAL INFORMATION
Tables containing (i) the accumulation unit value history of each subaccount of
Account A available through the Contract, offered in this prospectus and (ii)
the total investment value history of each subaccount are presented in Appendix
A -- Condensed Financial Information.
FINANCIAL STATEMENTS
The audited financial statements of Account A for the year ended December 31,
1999 and Equitable Life for the years ended December 31, 1999, 1998 and 1997 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 Account A, 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 Smith Barney Money Market subaccount, quotations of yield for the
subaccounts will be based on all investment income per unit (contract value
divided by the accumulation unit) earned during a given 30-day period, less
expenses accrued during such period. Information on standard total average
annual return performance will include average annual rates of total return for
1, 5 and 10 year periods, or lesser periods depending on how long the subaccount
of Account A 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 Account A, 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
5
<PAGE>
at the end of the period. Total return figures which assume no withdrawals at
the end of the period will reflect all recurring charges, but will not reflect
the surrender charge. In addition, we may present historic performance data for
the 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
of Account A. 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 Smith Barney Money Market 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 Smith Barney
Money Market subaccount in a manner similar to that used to calculate yield, but
when annualized, the income earned by the investment is assumed to be
reinvested. The "effective yield" will thus be slightly higher than the "yield"
because of the compounding effect of earnings. We calculate quotations of yield
for the remaining subaccounts on all investment income per accumulation unit
earned during a given 30-day period, after subtracting fees and expenses accrued
during the period.
We may compare performance information for a subaccount to: (i) the Standard &
Poor's 500 Stock Index, Dow Jones Industrial Average, Donoghue Money Market
Institutional Averages, or any other applicable market indices, (ii) other
variable annuity separate accounts or other investment products tracked by
Lipper Analytical Services (a widely used independent research firm which ranks
mutual funds and other investment companies), or any other rating service, and
(iii) the Consumer Price Index (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.
- --------------------------------------------------------------------------------
EQUITABLE LIFE INSURANCE COMPANY OF IOWA
- --------------------------------------------------------------------------------
Equitable Life Insurance Company of Iowa ("Equitable Life") was founded in Iowa
in 1867 and is the oldest life insurance company west of the Mississippi. The
Company is currently licensed to do business in the District of Columbia and all
states except New Hampshire and New York. The Company is a wholly owned
subsidiary of Equitable of Iowa Companies, Inc. ("Equitable of Iowa"), a
Delaware corporation, which in turn is a wholly owned subsidiary of ING Groep
N.V. ("ING"). On October 24, 1997, ING acquired all interest in Equitable of
Iowa and its subsidiaries. ING, based in The Netherlands, is a global financial
services holding company.
Equitable of Iowa is the holding company for Golden American Life Insurance
Company, Directed Services, Inc., the investment manager of the GCG Trust, 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 909 Locust Street, Des Moines, Iowa 50309.
Our administrative address is Customer Service, 1475 Dunwoody Drive, West
Chester, PA 19380. All correspondence regarding this contract should be mailed
to our administrative address.
6
<PAGE>
- --------------------------------------------------------------------------------
THE TRUSTS
- --------------------------------------------------------------------------------
In this prospectus, we refer to the GCG Trust, Travelers Series Fund Inc.,
Greenwich Street Series Fund and Smith Barney Concert Allocation Series
collectively as the "Trusts" and individually as a "Trust."
The GCG Trust is a mutual fund whose shares are available to separate accounts
funding variable annuity contracts offered by Equitable and other insurance
companies and variable life insurance policies offered by other insurance
companies. Pending SEC approval, shares of the GCG Trust may also be sold to
certain qualified pension and retirement plans.
The Travelers Series Fund Inc., Greenwich Street Series Fund and Smith Barney
Concert Allocation Series Inc. are also mutual funds whose shares are available
to Account A which funds variable insurance products offered by Equitable Life.
The Travelers Series Fund Inc., and Greenwich Street Series Fund shares may also
be available to other separate accounts funding variable insurance products
offered by Equitable Life. The Travelers Series Fund Inc., Greenwich Street
Series Fund and Smith Barney Concert Allocation Series Inc. may also sell their
shares to separate accounts of other insurance companies, both affiliated and
not affiliated with Equitable Life. The principal address of Travelers Series
Fund Inc., Greenwich Street Series Fund and Smith Barney Concert Allocation
Series is 388 Greenwich Street, New York, New York 10013.
In the event that, due to differences in tax treatment or other considerations,
the interests of contract owners of various contracts participating in the
Trusts conflict, we, the Boards of Trustees of the GCG Trust, and Greenwich
Street Series Fund, the Boards of Directors of Travelers Series Fund Inc. and
Smith Barney Concert Allocation Series Inc., and the management of Directed
Services, Inc., and any other insurance companies participating in the Trusts
will monitor events to identify and resolve any material conflicts that may
arise.
YOU WILL FIND COMPLETE INFORMATION ABOUT THE GCG TRUST, TRAVELERS SERIES FUND
INC., GREENWICH STREET SERIES FUND AND SMITH BARNEY CONCERT ALLOCATION SERIES IN
THE ACCOMPANYING PROSPECTUS FOR EACH TRUST. YOU SHOULD READ THEM CAREFULLY
BEFORE INVESTING.
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EQUITABLE OF IOWA SEPARATE ACCOUNT A
- --------------------------------------------------------------------------------
Equitable Life Insurance Company of Iowa Separate Account A ("Account A") was
established as a separate account of the Company on July 14, 1988. It is
registered with the SEC as a unit investment trust under the Investment Company
Act of 1940. Account A is a separate investment account used for our variable
annuity contracts. We own all the assets in Account A but such assets are kept
separate from our other accounts.
Account A is divided in subaccounts. Each subaccount invests exclusively in
shares of one mutual fund investment portfolio of the GCG Trust, Travelers
Series Fund Inc., Greenwich Street Series Fund and Smith Barney Concert
Allocation Series Inc. Each investment portfolio has its own distinct investment
objectives and policies. Income, gains and losses, realized or unrealized, of a
portfolio are credited to or charged against the corresponding subaccount of
Account A 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 A. If the assets in Account A 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 A but
are not discussed in this prospectus. Account A may also invest in other
investment portfolios which are not available under your Contract.
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THE INVESTMENT PORTFOLIOS
- --------------------------------------------------------------------------------
During the accumulation phase, you may allocate your premium payments and
contract value to any of the investment portfolios listed below. YOU BEAR THE
ENTIRE INVESTMENT RISK FOR AMOUNTS YOU ALLOCATE TO THE INVESTMENT PORTFOLIOS AND
MAY LOSE YOUR PRINCIPAL.
TO OBTAIN FREE COPIES OF THESE PROSPECTUSES, PLEASE WRITE TO OUR CUSTOMER
SERVICE CENTER AT P.O. BOX 2700, WEST CHESTER, PENNSYLVANIA 19380 OR CALL (800)
366-0066 OR ACCESS THE SEC'S WEBSITE (HTTP://WWW.SEC.GOV).
INVESTMENT 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, TRAVELERS SERIES FUND INC.,
GREENWICH STREET SERIES FUND AND SMITH BARNEY CONCERT ALLOCATION SERIES. YOU
SHOULD READ THESE PROSPECTUSES BEFORE INVESTING.
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INVESTMENT PORTFOLIO INVESTMENT OBJECTIVE
- --------------------------------------------------------------------------------
Total Return Seeks above-average income (compared to a portfolio
entirely invested in equity securities) consistent with
the prudent employment of capital.
Invests primarily in a combination of equity and fixed
income securities.
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Research Seeks long-term growth of capital and future income.
Invests primarily in common stocks or securities
convertible into common stocks of companies believed to
have better than average prospects for long-term growth.
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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.
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TRAVELERS SERIES FUND, INC.
Smith Barney Large
Cap Value Seeks current income and long-term growth of income and
capital.
Invests primarily in common stocks of U.S. companies
having market capitalization of at least $5 billion at
the time of investment.
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Smith Barney
International Equity Seeks total return on its assets from growth of capital
and income.
Invests primarily in a diversified portfolio of equity
securities of established non-U.S. issuers.
--------------------------------------------------------
Smith Barney High
Income Seeks high current income. Secondary objective: capital
appreciation.
Invests in high-yielding corporate debt obligations and
preferred stock of foreign issuers. In addition, the
portfolio may invest up to 20% of its assets in the
securities of foreign issuers that are denominated in
currencies other than U.S. dollars.
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INVESTMENT PORTFOLIO INVESTMENT OBJECTIVE
- --------------------------------------------------------------------------------
Smith Barney Money
Market Seeks maximum current income and preservation of
capital.
Invests in bank obligations and high quality commercial
paper, corporate obligations and municipal obligations
in addition to U.S. government securities and related
repurchase agreements.
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GREENWICH STREET SERIES FUND
Appreciation Seeks long-term appreciation of capital.
The fund invests primarily in equity securities of U.S.
companies. The fund typically invests in medium and
large capitalization companies but may also invest in
small capitalization companies. Equity securities
include exchange traded and over-the-counter common
stocks and preferred stocks, debt convertible into
equity securities, and warrants and rights relating to
equity securities.
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SMITH BARNEY CONCERT ALLOCATION SERIES INC.
Select High Growth Seeks capital appreciation.
Invests a large portion of its assets in aggressive
equity mutual funds that focus on smaller, more
speculative companies as well as mid-sized (or larger)
companies with the potential for rapid growth. A
significant portion of the portfolio may be invested in
international or emerging markets funds in order to
achieve a greater level of diversification.
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Select Growth Seeks long-term growth of capital.
Invests primarily in mutual funds that focus on
large-capitalization equity securities, to provide
growth. The portfolio also invests in small- and
middle-capitalization equity securities and
international securities. In addition, a significant
portion of the portfolio is also allocated to funds that
invest in fixed income securities to help reduce
volatility.
--------------------------------------------------------
Select Balanced Seeks long-term growth of capital and income, placing
equal emphasis on current income and capital
appreciation.
The portfolio divides its assets roughly between equity
and fixed-income mutual funds. The equity funds are
primarily large-capitalization, dividend-paying stock
funds. The fixed-income portion of the portfolio is
mainly invested in funds that invest in U.S. government
and agency securities, as well as mortgage-backed
securities.
--------------------------------------------------------
Select Conservative Seeks income, and secondarily, long-term capital growth.
The portfolio consists primarily of taxable fixed income
funds, with a significant portion invested in equity
funds that invest primarily in large-capitalization U.S.
stocks.
--------------------------------------------------------
Select Income Seeks high current income.
The portfolio allocates most of its assets to taxable
fixed-income funds designed to generate a high level of
income consistent with safety and relative stability of
principal. A small portion of the portfolio is invested
in equity funds that primarily invest in
large-capitalization U.S. stocks.
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INVESTMENT MANAGEMENT FEES AND OTHER EXPENSES
Directed Services, Inc. ("Directed Services") serves as the overall manager to
each portfolio of the GCG Trust. The GCG Trust pays Directed Services a monthly
fee for its investment advisory and management services. The monthly fee is
based on the average daily net assets of an investment portfolio, and in some
cases, the combined total assets of certain grouped portfolios. Directed
Services has retained portfolio managers to
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manage the assets of each portfolio of the GCG Trust. Directed Services (and not
the GCG Trust) pays each portfolio manager a monthly fee for managing the assets
of a portfolio, based on the average daily net assets of a portfolio. For a list
of the portfolio managers, see the front cover of this prospectus.
SSB Citi Fund Management LLC ("SSB Citi") serves as the investment advisor for
the Travelers Series Fund Inc. and the Greenwich Street Series Fund. The
Travelers Series Fund Inc. and the Greenwich Street Series Fund each pay SSB
Citi a monthly advisory fee for its investment advisory services based on the
average daily net assets of the respective investment portfolios.
Travelers Investment Advisers, Inc. ("Travelers") serves as the investment
advisor for the Smith Barney Concert Allocation Series Inc. Smith Barney Concert
Allocation Series Inc. pays a monthly advisory fee to Travelers based on the
average daily net assets of the investment portfolios.
Directed Services, SSB Citi and Travelers provide or procure, at their own
expense, the services necessary for the operation of the portfolios, including
the retention of portfolio managers to manage the assets of the certain
portfolios. Directed Services, SSB Citi and Travelers do not bear the expense of
brokerage fees and other transactional expenses for securities, taxes (if any)
paid by a portfolio, interest on borrowing, fees and expenses of the independent
trustees, and extraordinary expenses, such as litigation or indemnification
expenses.
Each portfolio deducts portfolio management fees and charges from the amounts
you have invested in the portfolios. For 1999, total portfolio fees and charges
ranged from 0.54% to 1.20%. See "Fees and Expenses" in this prospectus.
Equitable Life may receive compensation from the investment advisors,
administrators and distributors or directly from the portfolios in connection
with administrative, distribution or other services we provide and other cost
savings attributable to our services. It is anticipated that such compensation
will be based on assets of the particular portfolios attributable to the
Contract. The compensation paid by advisors, administrators or distributors may
vary.
You can find more detailed information about each portfolio's management fees in
the prospectuses for each Trust. You should read these prospectuses before
investing.
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THE ANNUITY CONTRACT
- --------------------------------------------------------------------------------
The Contract described in this prospectus is an individual flexible premium
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,
Travelers Series Fund Inc., Greenwich Street Series Fund and Smith Barney
Concert Allocation Series Inc. in which the subaccounts funded by Account A
invest.
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.
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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.
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.
ANNUITANT
The annuitant is the person designated by you to be the measuring life in
determining annuity payments. The annuitant also determines the death benefit.
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.
BENEFICIARY
The beneficiary is named by you in a written request. The beneficiary is the
person who receives any death benefit proceeds. 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)).
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.
Unless you, as the owner, state otherwise, all rights of a beneficiary,
including an irrevocable beneficiary, will end if he or she dies before the
annuitant. If any beneficiary dies before the annuitant, that beneficiary's
interest will pass to any other beneficiaries according to their respective
interests. If all beneficiaries die before the annuitant, upon the annuitant's
death we will pay the death proceeds to the owner, if living, otherwise to the
owner's estate or legal successors.
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
The minimum premium payment for Non-Qualified Contracts is an aggregate of
$5,000 the first year. You may make additional payments of at least $100 or more
at any time after the free look period. Under certain circumstances, we may
waive and/or modify the minimum subsequent payment requirement. For Qualified
Contracts, you may make the minimum payments of $100 per month if payroll
deduction is used; otherwise it is an aggregate of $2,000 per year. Prior
approval must be obtained from us for subsequent payments in excess of $500,000
or for total payments in excess of $1,000,000. We reserve the right to accept or
decline any application or payment.
IRAs and other qualified plans already have the tax-deferral feature found in
this Contract. For an additional cost, the Contract provides other benefits
including death benefits and the ability to receive a lifetime income. See "Fees
and Expenses" in this prospectus.
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We will issue a Contract only if both the annuitant and the contract owner are
not older than age 85.
CREDITING OF PREMIUM PAYMENTS
We will allocate your premium payments within 2 business days after receipt, if
the application and all information necessary for processing the Contract are
complete. 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 it until the application is completed. We will
allocate your initial payment according to the instructions you specified. If
a subaccount is not available or requested in error, we will make inquiry about
a replacement subaccount. If we are unable to reach you or your representative,
we will allocate your initial payment proportionally among the other
subaccount(s) in your instructions. Once the completed application is received,
we will allocate the payment within 2 business days.
We will make inquiry to discover any missing information related to
subsequent payments. We will allocate the subsequent payment(s) pro rata
according to the current variable subaccount allocation unless you specify
otherwise. Any fixed allocation(s) will not be considered in the pro rata
calculations. If a subaccount is no longer available or requested in error,
we will allocate the subsequent payment(s) proportionally among the other
subaccount(s) in your current allocation or your allocation instructions.
For any subsequent premium payments, the payment will be credited at the
accumulation unit value next determined after receipt of your premium payment
and instructions.
We will allocate your initial premium payment to the subaccount(s) of Account A
as elected by you. Unless otherwise changed by you, subsequent premium payments
are allocated in the same manner as the initial premium payment. If you give us
allocation instructions along with a subsequent premium payment, the allocation
instructions will apply to only that payment unless you specify otherwise.
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 in Account A with respect to the Contract.
The net investment results of each subaccount vary with its investment
performance.
If your Contract is issued in a state that requires us to return your premium
payment during the free look period, then the portion of the first premium
payment that you had directed to the subaccounts may be placed in a subaccount
specifically designated by us (currently the Liquid Asset subaccount) for the
duration of the free look period. If you keep your Contract after the free look
period and the premium payment was allocated to a subaccount specifically
designated by us, 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.
ADMINISTRATIVE PROCEDURES
We may accept a request for Contract service in writing, by telephone, or other
approved electronic means, subject to our administrative procedures, which vary
depending on the type of service requested and may include proper completion of
certain forms, providing appropriate identifying information, and/or other
administrative requirements. We will process your request at the accumulation
value next determined only after you have met all administrative requirements.
CONTRACT VALUE
We determine your contract value on a daily basis beginning on the contract
date. Your contract value is the sum of the contract value in each subaccount in
which you are invested.
CONTRACT VALUE IN THE SUBACCOUNTS. On the contract date, the contract value
in the subaccount in which you are invested is equal to the initial premium paid
and designated to be allocated to the subaccount.
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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 may be allocated to a subaccount specially
designated by the Company during the free look period for this purpose
(currently, the Smith Barney Money Market subaccount).
On each business day after the contract date, we calculate the amount of
contract value in each subaccount as follows:
(1) We take the contract value in the subaccount at the end of the
preceding business day.
(2) We multiply (1) by the subaccount's Net Investment Factor since the
preceding business day.
(3) We add (1) and (2).
(4) We add to (3) any additional premium payments, and then add or
subtract transfers 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 Annual Contract Administration
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 Smith Barney Money Market
subaccount) prior to processing the surrender. This transfer will have no effect
on your cash surrender value. You may receive the cash surrender value in a
single sum payment or apply it under one or more annuity options. We will
usually pay the cash surrender value within 7 days.
Consult your tax advisor regarding the tax consequences associated with
surrendering your Contract. A surrender made before you reach age 59 1/2 may
result in a 10% tax penalty. See "Federal Tax Considerations" for more details.
THE SUBACCOUNTS
Each of the 13 subaccounts of Account A offered under this prospectus invests in
an investment portfolio with its own distinct investment objectives and
policies. Each subaccount of Account A invests in a corresponding portfolio of
the GCG Trust, a corresponding portfolio of the Travelers Series Fund, Inc., a
corresponding portfolio of the Greenwich Street Series Fund, or a corresponding
portfolio of the Smith Barney Concert Allocation Series Inc.
ADDITION, DELETION OR SUBSTITUTION OF SUBACCOUNTS AND OTHER CHANGES
We may make additional subaccounts available to you under the Contract. These
subaccounts will invest in investment portfolios we find suitable for your
Contract.
We may amend the Contract to conform to applicable laws or governmental
regulations. If we feel that investment in any of the investment portfolios has
become inappropriate to the purposes of the Contract, we
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may, with approval of the SEC (and any other regulatory agency, if required)
substitute another portfolio for existing and future investments. If you have
elected the dollar cost averaging, systematic withdrawals or automatic
rebalancing programs or if you have other outstanding instructions, and we
substitute or otherwise eliminate a portfolio which is subject to those
instructions, we will execute your instructions using the substituted or
proposed replacement portfolio, unless you request otherwise.
We also reserve the right to: (i) deregister Account A under the 1940 Act; (ii)
operate Account A as a management company under the 1940 Act if it is operating
as a unit investment trust; (iii) operate Account A 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 A; and (v) combine Account
A with other accounts.
We will, of course, provide you with written notice before any of these changes
are effected.
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.
- --------------------------------------------------------------------------------
WITHDRAWALS
- --------------------------------------------------------------------------------
Any time prior to the annuity start date and before the death of the annuitant,
you may withdraw all or part of your money. Keep in mind that if at least $100
does not remain in a subaccount, we will treat it as a request to surrender the
Contract. For Contracts issued in Idaho, no withdrawal may be made for 30 days
after the date of purchase. We will terminate the Contract if a total withdrawal
is made. If any single withdrawal or the sum of withdrawals exceeds the Free
Withdrawal Amount, you will incur a surrender charge. See "Charges and Fees --
Surrender Charge for Excess Withdrawals." You need to submit to us a written
request specifying accounts 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 pay the amount of any withdrawal from the
subaccounts within (7) calendar days of receipt of a request, unless the
"Suspension of Payments or Transfers" provision is in effect. 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. Keep in mind that a withdrawal will
result in the cancellation of Accumulation Units for each applicable subaccount
of the Account A.
For administrative purposes, we will transfer your money to a specially
designated subaccount (currently, the Smith Barney Money Market subaccount)
prior to processing the withdrawal. This transfer will not effect the withdrawal
amount you receive.
We offer the following three withdrawal options:
REGULAR WITHDRAWALS
After the free look period, you may make regular withdrawals. Each withdrawal
must be a minimum of $100 or your entire interest in the subaccount.
SYSTEMATIC WITHDRAWALS
You may choose to receive automatic systematic withdrawals on the 15th of each
month, or any other monthly date mutually agreed upon, from your contract value
in the subaccount(s). Each withdrawal payment must be at least $100 (or the
owner's entire interest in the subaccount, if less) and is taken pro rata from
the
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subaccount(s). We reserve the right to charge a fee for systematic withdrawals.
Currently, however, there are no charges for systematic withdrawals. You must
keep $100 in the subaccount or the withdrawal transaction will be deemed a
request to surrender the Contract.
You may change the amount 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 begin in a contract year where a regular
withdrawal has been taken but you may not change the amount of your withdrawals
in any contract year during which you had previously taken a regular withdrawal.
You may not elect this if you are taking IRA withdrawals.
IRA WITHDRAWALS
If you have a non-Roth IRA Contract and will be at least age 70 1/2 during the
current calendar year, you may elect to have distributions made to you to
satisfy requirements imposed by federal tax law. IRA withdrawals provide payout
of amounts required to be distributed by the Internal Revenue Service 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.
TEXAS OPTIONAL RETIREMENT PROGRAM
A Contract issued to a participant in the Texas Optional Retirement Program
("ORP") will contain an ORP endorsement that will amend the Contract as follows:
A) If for any reason a second year of ORP participation is not begun, the
total amount of the State of Texas' first-year contribution will be
returned to the appropriate institute of higher education upon its
request.
B) We will not pay any benefits if the participant surrenders the
Contract or otherwise, until the participant dies, accepts retirement,
terminates employment in all Texas institutions of higher education or
attains the age of 70 1/2. The value of the Contract may, however, be
transferred to
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other contracts or carriers during the period of ORP
participation. A participant in the ORP is required to obtain a
certificate of termination from the participant's employer before the
value of a Contract can be withdrawn.
REDUCTION OR ELIMINATION OF THE WITHDRAWAL CHARGE
The amount of the withdrawal charge on the Contracts may be reduced or
eliminated when sales of the Contracts are made to individuals or to a group of
individuals in a manner that results in savings of sales expenses. We will
determine whether we will reduce withdrawal charges after examining all the
relevant factors such as:
(1) The size and type of group to which sales are to be made. Generally,
the sales expenses for a larger group are less than for a smaller
group because of the ability to implement large numbers of Contracts
with fewer sales contacts.
(2) The total amount of premium payments to be received. Per Contract
sales expenses are likely to be less on larger premium payments than
on smaller ones.
(3) Any prior or existing relationship with the Company. Per Contract
sales expenses, are likely to be less when there is a prior existing
relationship because of the likelihood of implementing the Contract
with fewer sales contacts.
The withdrawal charge may be eliminated when the Contracts are issued to an
officer, director or employee of the Company or any of its affiliates. In no
event will reductions or elimination of the withdrawal charge be permitted where
reductions or elimination will be unfairly discriminatory to any person.
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TRANSFERS AMONG YOUR INVESTMENTS
- --------------------------------------------------------------------------------
Prior to the annuity start date and after the free look period, 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. If more than 12 transfers
are made in any Contract Year, we will charge a transfer fee equal to the lesser
of 2% of the Contract value transferred or $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. The transfer fee will be deducted from the amount which is transferred.
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. Any transfer fee
will be deducted from the amount which is transferred.
The minimum amount that you may transfer is $100 or, if less, your entire
contract value.
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 A and the Company will not be liable
for following instructions communicated by telephone or other approved
electronic means that we reasonably believe to be genuine. We require personal
identifying information to process a request for transfer made over the
telephone.
DOLLAR COST AVERAGING
You may elect to participate in our dollar cost averaging program if you have at
least $500 of contract value in any subaccount. That subaccount will serve as
the source account from which we will, on a monthly basis, automatically
transfer a set dollar amount of money to other subaccount(s) you select. Dollar
Cost Averaging 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
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unit may be achieved over the long term. However,
we cannot guarantee this. When you elect the dollar cost averaging program, you
are continuously investing in securities regardless of fluctuating price levels.
You should consider your tolerance for investing through periods of fluctuating
price levels.
You elect the dollar amount you want transferred under this program. Each
monthly transfer must be at least $100. You must participate in any dollar cost
averaging program for at least five (5) months.
All dollar cost averaging transfers will be made on the 15th of each month or
another monthly date mutually agreed upon (or the next business day if the 15th
of the month is not a business day). Such transfers currently are not taken into
account in determining any transfer fees. We reserve the right to treat dollar
cost averaging transfers as standard transfers when determining the number of
transfers in a year and imposing any applicable transfer fees. If you, as an
owner, participate in the dollar cost averaging program you may not make
automatic withdrawals of your contract value or participate in the automatic
rebalancing program.
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. 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, or otherwise modify, suspend or
terminate this program. Of course, such change will not affect any dollar cost
averaging programs in operation at the time.
AUTOMATIC REBALANCING
If you have at least $25,000 of contract value invested in the subaccounts of
Account A, you may elect to have your investments in the subaccounts
automatically rebalanced. We will transfer funds under your Contract on a
quarterly, semi-annual, or annual calendar basis among the subaccounts to
maintain the investment blend of your selected subaccounts. The minimum size of
any allocation must be in full percentage points. Rebalancing does not affect
any amounts that you have allocated. The program may be used in conjunction with
the systematic withdrawal option only if withdrawals are taken pro rata.
Automatic rebalancing is not available if you participate in dollar cost
averaging. Automatic rebalancing will not take place during the free look
period. All automatic rebalancing transfers will be made on the 15th of the
month that rebalancing is requested or another monthly date mutually agreed upon
(or the next valuation date, if the 15th of the month is not a business day).
To participate in automatic rebalancing, send satisfactory notice to our
Customer Service Center. We will begin the program on the last business day of
the period in which we receive the notice. You may cancel the program at any
time. The program will automatically terminate if you choose to reallocate your
contract value among the subaccounts or if you make an additional premium
payment or partial withdrawal on other than a pro rata basis. Additional premium
payments and partial withdrawals effected on a pro rata basis will not cause the
automatic rebalancing program to terminate.
If you, as the Contract owner, are participating in automatic rebalancing, such
transfers currently are not taken into account in determining any transfer fee.
We reserve the right to treat automatic rebalancing transfers as standard
transfers when determining the number of transfers in a year and imposing any
applicable transfer fees.
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DEATH BENEFIT
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DEATH BENEFIT DURING THE ACCUMULATION PERIOD
We will pay a death benefit if the annuitant dies before the annuity start date.
Assuming you are also the contract owner, your beneficiary will receive a death
benefit unless the beneficiary is your surviving spouse and elects to continue
the Contract. The death benefit value is calculated at the close of the business
day on which we receive written notice and due proof of death, as well as
properly completed required forms, at our Customer Service Center. If the
beneficiary elects to delay receipt of the death benefit, the amount of the
death benefit payable in the future may be affected. If the deceased annuitant
was not an owner, the proceeds may be received in a single sum or applied to any
of the annuity options within one year of death. If the deceased annuitant was
an owner, then death proceeds must be distributed in accordance with the Death
of Owner provisions below. 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 single lump sum payments benefit proceeds within 7
days after our Customer Service Center has received sufficient information to
make the payment. For more information on required distributions under Federal
income tax laws, you should see "Required Distributions upon Contract Owner's
Death."
DEATH PROCEEDS
If the annuitant is less than AGE 67 at the time of purchase, the death benefit
is the greatest of:
(1) the contract value;
(2) the total premium payments made under the Contract after subtracting
any withdrawals; or
(3) the highest contract value (plus subsequent premiums less subsequent
withdrawals and taxes) determined on every contract anniversary on or
before your death beginning with the 8th anniversary and ending on the
last anniversary prior to you attaining age 76.
If the annuitant is BETWEEN THE AGES OF 67 THROUGH 75 at the time of purchase,
the death benefit is the greatest of:
(1) the contract value;
(2) the total premium payments made under the Contract after subtracting
any withdrawals; or
(3) The contract value (plus subsequent premiums less subsequent
withdrawals and taxes) determined on the 8th contract anniversary but
on or before your death.
If the annuitant is AGE 76 OR OLDER at the time of purchase, the death benefit
is the contract value.
Note: In all cases described above, amounts could be reduced by premium taxes
owed and withdrawals not previously deducted.
The beneficiary may choose an annuity payment option only during the 60-day
period beginning with the date we receive acceptable due proof of death.
The beneficiary may elect to have a single lump payment or choose one of the
annuity options.
The entire death proceeds must be paid within five (5) years of the date of
death unless:
(1) the beneficiary elects to have the death proceeds:
(a) payable under a payment plan over the life of the beneficiary or
over a period not extending beyond the life expectancy of the
beneficiary; and
(b) payable beginning within one year of the date of death; or
(2) if the beneficiary is the deceased owner's Spouse, the beneficiary may
elect to become the owner of the Contract and the Contract will
continue in effect.
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DEATH OF THE ANNUITANT
(1) If the annuitant dies prior to the annuity start date, we will pay the
death proceeds as provided above.
(2) If the annuitant dies after the annuity start date but before all of
the proceeds payable under the Contract have been distributed, the
Company will pay the remaining proceeds to the beneficiary(ies)
according to the terms of the supplementary contract.
DEATH OF OWNER
(1) If any owner of this Contract dies before the annuity start date, the
following applies:
(a) If the new owner is the deceased owner's spouse, this Contract
will continue and, if the deceased owner was also the annuitant,
the deceased owner's spouse will also be the annuitant.
(b) If the new owner is someone other than the deceased owner's
spouse, the entire interest in the Contract must be distributed
to the new owner:
(i) within 5 years of the deceased owner's death
or
(ii) over the life of the new owner or over a period not
extending beyond the life expectancy of the new owner, as
long as payments begin within one year of the deceased
owner's death.
If the deceased owner was the annuitant, the new owner will be the joint owner,
if any, or if there is no joint owner, the beneficiary.
If the deceased owner was not the annuitant, the new owner will be the joint
owner, if any, or if there is no joint owner, the contingent owner named under
the Contract. If there is no surviving joint or contingent owner, the new owner
will be the deceased owner's estate.
If the new owner under (b) above dies after the deceased owner but before the
entire interest has been distributed, any remaining distributions will be to the
new owner's estate.
(2) If the deceased owner was also the annuitant, the death of owner
provision shall apply in lieu of any provision providing payment under
the Contract when the annuitant dies before the annuity start date.
(3) If any owner dies on or after the annuity start date, but before all
proceeds payable under this Contract have been distributed, the
Company will continue payments to the annuitant (or, if the deceased
owner was the annuitant, to the beneficiary) under the payment method
in effect at the time of the deceased owner's death.
(4) For purposes of this section, if any owner of this Contract is not an
individual, the death or change of any annuitant shall be treated as
the death of an owner.
TRUST BENEFICIARY
If a trust is named as a beneficiary but we lack proof of the existence of the
trust at the time proceeds are to be paid to the beneficiary, that beneficiary's
interest will pass to any other beneficiaries according to their respective
interests (or to the annuitant's estate or the annuitant's legal successors, if
there are no other beneficiaries) unless proof of the existence of such trust is
provided.
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.
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If an 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 annuitant 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.
If the contract owner dies after the annuity start date, we will continue to
distribute any benefit payable at least as rapidly as under the annuity option
then in effect. All of the contract owner's rights granted under the Contract or
allowed by us will pass to the contract owner's beneficiary.
If the Contract has joint owners we will consider the date of death of the first
joint owner as the death of the contract owner and the surviving joint owner
will become the contract owner of the Contract.
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CHARGES AND FEES
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We deduct the charges described below to cover our cost and expenses, services
provided and risks assumed under the Contracts. We incur certain costs and
expenses for distributing and administrating the Contracts, for paying the
benefits payable under the Contracts and for bearing various risks associated
with the Contracts. The amount of a charge will not always correspond to the
actual costs associated. For example, the surrender charge collected may not
fully cover all of the distribution expenses incurred by us with the service or
benefits provided. In the event there are any profits from fees and charges
deducted under the Contract, we may use such profits to finance the distribution
of contracts.
SURRENDER CHARGES DEDUCTED FROM THE CONTRACT VALUE
For purposes of determining any applicable surrender charges under the Contract,
Contract value is removed in the following order: 1) earnings (Contract value
less premium payments not withdrawn); 2) premium payments in the Contract for
more than eight years (these premium payments are liquidated on a first in,
first out basis); 3) additional free amount (which is equal to 10% of the
premium payments in the Contract for less than eight years, fixed at the time of
the first withdrawal in the Contract year, plus 10% of the premium payments made
after the first withdrawal in the Contract year but before the next Contract
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anniversary, less any withdrawals in the same Contract year of premium payments
less than eight years old); and 4) premium payments in the Contract for less
than eight years (these premium payments are removed on a first in, first out
basis).
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 8-year period from the date
we receive and accept a premium payment. The surrender charge is based on a
percentage of each premium payment. This charge is intended to cover sales
expenses that we have incurred. We may in the future reduce or waive the
surrender charge in certain situations and will never charge more than the
maximum surrender charges. The percentage of premium payments deducted at the
time of surrender or excess withdrawal depends on the number of complete years
that have elapsed since that premium payment was made. We determine the
surrender charge as a percentage of each premium payment as follows:
COMPLETE YEARS ELAPSED 0 1 2 3 4 5 6 7 8+
SINCE PREMIUM PAYMENT
SURRENDER CHARGE 8% 7% 6% 5% 4% 3% 2% 1% 0%
FREE WITHDRAWAL AMOUNT. At any time, you may make a withdrawal without the
imposition of a surrender charge, of an amount equal to the sum of:
o earnings (contract value less unliquidated purchase payments);
o premium payments in the contract for more than eight years, and
o an amount which is equal to 10% of the premium payments in the
Contract for less than eight years, fixed at the time of the first
withdrawal in the Contract year, plus 10% of the premium payment made
after the first withdrawal in the Contract year (but before the next
Contract anniversary, less any withdrawals in the same Contract year
of premium payments less than eight years old).
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.
PREMIUM TAXES. We may make a charge for state and local premium taxes
depending on the contract owner's state of residence. The tax can range from 0%
to 3.5% of the premium. We have the right to change this amount to conform with
changes in the law or if the contract owner changes state of residence.
We deduct the premium tax from your contract value on the annuity start date.
However, some jurisdictions impose a premium tax at the time that initial and
additional premiums are paid, regardless of when the annuity payments begin. In
those states we may defer collection of the premium taxes from your contract
value and deduct it on surrender of the Contract, on excess withdrawals or on
the annuity start date.
ADMINISTRATIVE CHARGE. We deduct an annual administrative charge on each
Contract anniversary, or if you surrender your Contract prior to a Contract
anniversary, at the time we determine the cash surrender value payable to you.
The amount deducted is $30 per Contract unless waived by the Company. We deduct
the annual administrative charge proportionately from all subaccounts in which
you are invested.
TRANSFER CHARGE. You may make 12 free transfers each contract year. We will
assess a transfer charge equal to the lesser of 2% of the Contract value
transferred or an amount not greater than $25 for each transfer after the
twelfth transfer in a contract year. If such a charge is assessed, we would
deduct the
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charge as noted in "Charges Deducted from the Contract Value" above.
The charge will not apply to any transfers due to the election of dollar cost
averaging, automatic rebalancing and transfers we make to and from any
subaccount specially designated by the Company for such purpose. However, we
reserve the right to treat multiple transfers in a single day, auto rebalancing
and dollar cost averaging as standard transfers when determining annual
transfers and imposing the Transfer Charge.
CHARGES DEDUCTED FROM THE SUBACCOUNTS
MORTALITY AND EXPENSE RISK CHARGE. We deduct on each business day a
Mortality and Expense Risk Charge which is equal, on an annual basis, to 1.25%
of the average daily net asset value of the Separate Account. The charge is
deducted on each business day at the rate of .003446% for each day since the
previous business day.
If the Mortality and Expense Risk Charge is insufficient to cover the
actual costs, the loss will be borne by the Company. Conversely, if the amount
deducted proves more than sufficient, the excess will be a profit to the
Company.
The Mortality and Expense Risk Charge is guaranteed by the Company and
cannot be increased.
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 .000411%
(equivalent to an annual rate of 0.15%) on the assets in each subaccount.
TRUST EXPENSES
There are fees and charges deducted from each investment portfolio of the
Trusts. Each portfolio deducts portfolio management fees and charges from the
amounts you have invested in the portfolios. For 1999, total portfolio fees and
charges ranged from 0.54% to 1.20%. See "Fees and Expenses" in this Prospectus
for details.
Additionally, we may receive compensation from the investment advisers,
administrators, distributors of the portfolios in connection with
administrative, distribution or other services and cost savings experienced by
the investment advisers, administrators or distributors. It is anticipated that
such compensation will be based on assets of the particular portfolios
attributable to the Contract. Some advisers, administrators or distributors may
pay us more than others.
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THE ANNUITY OPTIONS
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SELECTING THE ANNUITY START DATE
You, as the owner, select an annuity start date at the date of purchase and may
elect a new annuity start date at any time by making a written request to the
Company at its Customer Service Center at least seven days prior to the annuity
start date.
The annuity start date must be at least 1 year from the contract date but before
the month immediately following the annuitant's 90th birthday, or 10 years from
the contract date, if later. If, on the annuity start date, a surrender charge
remains, the elected annuity option must include a period certain of at least 5
years.
If you do not select an annuity start date, it will automatically begin in the
month following the annuitant's 90th birthday, or 10 years from the contract
date, if later.
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
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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.
SELECTING A PAYMENT PLAN
On the annuity start date, we will begin making payments to the contract owner
under a payment plan. We will make these payments under the payment plan you
choose. The amount of the payments will be determined by applying the maturity
proceeds to the payment plan. If payment Plan A, Option 1; Plan B; or Plan C are
elected, the maturity proceeds will be the Contract value less any applicable
taxes not previously deducted. If the maturity proceeds are paid in cash or by
any other method not listed above, the maturity proceeds equal the Contract
value less:
(1) any applicable taxes not previously deducted; less
(2) the withdrawal charge, if any; less
(3) the annual contract administrative charge, if any.
You must elect a payment plan in writing at least seven (7) days before the
annuity start date. If no election is made, an automatic option of monthly
income for a minimum of 120 months and as long thereafter as the annuitant lives
will be applied.
The owner chooses a plan by sending a written request to the Customer Service
Center. The Company will send the owner the proper forms to complete. The
request, when recorded at the Company's Customer Service Center, will be in
effect from the date it was signed, subject to any payments or actions taken by
the Company before the recording. If, for any reason, the person named to
receive payments (the payee) is changed, the change will go into effect when the
request is recorded at the Company's Customer Service Center, subject to any
payments or actions taken by the Company before the recording.
FIXED PAYMENT PLANS
After the first Contract year, the maturity proceeds may be applied under one or
more of the payment plans described below. Payment plans not specified below may
be available only if they are approved both by the Company and the owner.
No withdrawal charge is deducted if Plan A-Option 1; Plan B or Plan C is
elected.
A plan is available only if the periodic payment is $100 or more. If the payee
is other than a natural person (such as a corporation), a plan will be available
only with our consent.
A supplementary contract will be issued in exchange for the Contract when
payment is made under a payment plan. The effective date of a payment plan shall
be a date upon which we and the owner mutually agree.
The minimum interest rate for Plans A and B is 3.0% a year, compounded yearly.
The minimum rates for Plan C were based on the 1983a Annuity Table at 3.0%
interest, compounded yearly. The Company may pay a higher rate at its
discretion.
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ANNUITY PAYMENT PLANS
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PLAN A. INTEREST
Option 1 The Contract value less any applicable taxes not previously
deducted may be left on deposit with us for five (5) years. Fixed
payments will be made monthly, quarterly, semi-annually, or
annually. We do not allow a monthly payment if the Contract value
applied under this option is less than $100,000. The proceeds may
not be withdrawn until the end of the five (5) year period.
Option 2 The cash surrender value may be left on deposit with the Company
for a specified period. Interest will be paid annually. All or
part of the Proceeds may be withdrawn at any time.
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PLAN B. FIXED PERIOD
The Contract value less any applicable taxes not previously
deducted will be paid until the proceeds, plus interest, are paid
in full. Payments may be paid annually or monthly. The payment
period cannot be more than thirty (30) years nor less than five
(5) years. The Contract provides for a table of minimum annual
payments. They are based on the age of the annuitant or the
beneficiary.
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PLAN C. LIFE INCOME
The Contract value less any applicable taxes not previously
deducted will be paid in monthly or annual payments for as long
as the annuitant or beneficiary, whichever is appropriate, lives.
The Company has the right to require proof satisfactory to it of
the age and sex of such person and proof of continuing survival
of such person. A minimum number of payments may be guaranteed,
if desired. The Contract provides for a table of minimum annual
payments. They are based on the age of the annuitant or the
beneficiary.
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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 A invests, as well as any other reports, notices or documents we are
required by law to furnish to you.
SUSPENSION OF PAYMENTS OR TRANSFERS
The Company reserves the right to suspend or postpone payments (in Illinois, for
a period not exceeding six months) for withdrawals or transfers for any period
when:
(1) the New York Stock Exchange is closed (other than customary weekend
and holiday closings);
(2) trading on the New York Stock Exchange is restricted;
(3) an emergency exists as a result of which disposal of securities held
in the Separate Account is not reasonably practicable or it is not
reasonably practicable to determine the value of the Separate
Account's net assets;
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(4) when the Company's Customer Service Center is closed; or
(5) during any other period when the SEC, by order, so permits for the
protection of owners; provided that applicable rules and regulations
of the SEC will govern as to whether the conditions described in (2)
and (3) exist.
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.
FREE LOOK
In most cases, 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. For purposes of the refund
during the free look period, your contract value includes a refund of any
charges deducted from your contract value. Because of the market risks
associated with investing in the portfolios, the contract value returned may be
greater or less than the premium payment you paid. Some states require us to
return to you the amount of the paid premium (rather than the contract value) in
which case you will not be subject to investment risk during the free look
period. 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 Smith
Barney Money Market subaccount). 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. Your Contract is void as of the day we receive your Contract and
your request. We determine your contract value at the close of business on
the day we receive your written refund request. If you keep your Contract after
the free look period and the investment is allocated to a subaccount specially
designated by the Company, we will put your money in the subaccount(s) chosen
by you, based on the accumulation unit value next computed for each subaccount.
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. See "Reduction or Elimination of the Withdrawal Charge"
for more details.
SELLING THE CONTRACT
Directed Services, Inc. ("Directed Services") is the principal underwriter and
distributor of the Contract issued through Account A. The principal address of
DSI is 1475 Dunwoody Drive, West Chester, PA 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. The selling
broker-dealer whose registered representative sold the contract receives a
maximum of 7.75% commission.
25
<PAGE>
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 7.75% of total premium
payments).
- --------------------------------------------------------------------------------
OTHER INFORMATION
- --------------------------------------------------------------------------------
VOTING RIGHTS
We will vote the shares of a Trust owned by Account A according to your
instructions. However, if the 1940 Act or any related regulations should change,
or if interpretations of it or related regulations should change, and we decide
that we are permitted to vote the shares of a Trust in our own right, we may
decide to do so.
We determine the number of shares that you have in a subaccount by dividing the
Contract's contract value in that subaccount by the net asset value of one share
of the portfolio in which a subaccount invests. We count fractional votes. We
will determine the number of shares you can instruct us to vote 180 days or less
before a Trust's meeting. We will ask you for voting instructions by mail at
least 10 days before the meeting. If we do not receive your instructions in
time, we will vote the shares in the same proportion as the instructions
received from all Contracts in that subaccount. We will also vote shares we hold
in Account A which are not attributable to contract owners in the same
proportion.
STATE REGULATION
We are regulated by the Insurance Department of the State of Iowa. 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
We, 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 A.
LEGAL MATTERS
The legal validity of the Contracts was passed on by James Mumford, Esquire,
Executive Vice President, General Counsel and Secretary of Equitable Life.
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 Equitable Life and Account A 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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<PAGE>
- --------------------------------------------------------------------------------
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 Internal Revenue Service ("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 Internal
Revenue Code (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 A, through the subaccounts, will satisfy these diversification
requirements.
INVESTOR CONTROL. In certain circumstances, owners of variable annuity
contracts have been considered for federal income tax purposes to be the owners
of the assets of the separate account supporting their contracts due to their
ability to exercise investment control over those assets. When this is the case,
the contract owners have been currently taxed on income and gains attributable
to the separate account assets. There is little guidance in this area, and some
features of the Contracts, such as the flexibility of a contract owner to
allocate premium payments and transfer contract values, have not been explicitly
addressed in published rulings. While we believe that the Contracts do not give
contract owners investment control over Account A 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.
27
<PAGE>
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.
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, OR 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.
28
<PAGE>
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 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 (or
plan participant) reaches age 70 1/2. For IRAs described in Section 408,
distributions generally must commence no later than the later of April 1 of the
calendar year following the calendar year in which the contract owner (or plan
participant) reaches age 70 1/2. Roth IRAs under Section 408A do not require
distributions at any time before the contract owner's death.
WITHHOLDING. Distributions from certain qualified plans generally are
subject to withholding for the contract owner's federal income tax liability.
The withholding rates vary according to the type of distribution and the
contract owner's tax status. The contract owner may be provided the opportunity
to elect not to have tax withheld from distributions. "Eligible rollover
distributions" from section 401(a) plans and section 403(b) tax-sheltered
annuities are subject to a mandatory federal income tax withholding of 20%. An
eligible rollover distribution is the taxable portion of any distribution from
such a plan, except certain distributions that are required by the Code or
distributions in a specified annuity form. The 20% withholding does not apply,
however, if the contract owner chooses a "direct rollover" from the plan to
another tax-qualified plan or IRA.
Brief descriptions of the various types of qualified retirement plans in
connection with a Contract follow. We will endorse the Contract as necessary to
conform it to the requirements of such plan.
CORPORATE AND SELF-EMPLOYED PENSION AND PROFIT SHARING PLANS.
Section 401(a) of the Code permits corporate employers to establish various
types of retirement plans for employees, and permits self-employed individuals
to establish these plans for themselves and their employees. These retirement
plans may permit the purchaser of the Contracts to accumulate retirement
savings
29
<PAGE>
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 IRA
Section 408A of the Code permits certain eligible individuals to contribute to a
Roth IRA. Contributions to a Roth IRA, which are subject to certain limitations,
are not deductible, and must be made in cash or as a rollover or transfer from
another Roth IRA or other IRA. A rollover from or conversion of an IRA to a Roth
IRA may be subject to tax, and other special rules may apply. Distributions from
a Roth IRA generally are not taxed, except that, once aggregate distributions
exceed contributions to the Roth IRA, income tax and a 10% penalty tax may apply
to distributions made (1) before age 59 1/2 (subject to certain exceptions) or
(2) during the five taxable years starting with the year in which the first
contribution is made to the Roth IRA. A 10% penalty may apply to amounts
attributable to a conversion from an IRA if they are distributed during the five
taxable years beginning with the year in which the conversion was made.
TAX SHELTERED ANNUITIES
Section 403(b) of the Code allows employees of certain Section 501(c)(3)
organizations and public schools to exclude from their gross income the premium
payments made, within certain limits, on a Contract that will provide an annuity
for the employee's retirement. These premium payments may be subject to FICA
(social security) tax.
Distributions of (1) salary reduction contributions made in years beginning
after December 31, 1988; (2) earnings on those contributions; and (3) earnings
on amounts held as of the last year beginning before January 1, 1989, are not
allowed prior to age 59 1/2, separation from service, death or disability.
Salary reduction contributions may also be distributed upon hardship, but would
generally be subject to penalties.
ENHANCED DEATH BENEFIT
The Contract includes an enhanced death benefit that in some cases may exceed
the greater of the premium payments or the account value. The IRS has not ruled
whether an enhanced death benefit could be characterized as an incidental
benefit, the amount of which is limited in any Code section 401(a) pension or
profit-sharing plan or Code section 403(b) tax-sheltered annuity. Because the
enhanced death benefit may exceed this limitation, employers using the Contract
in connection with such plans should consult their tax adviser. Further, the IRS
has not reviewed the Contract for qualification as an IRA or Roth IRA, and has
not addressed in a ruling of general applicability whether a death benefit
provision such as the enhanced death benefit provision in the Contract comports
with IRA qualification requirements.
OTHER TAX CONSEQUENCES
As noted above, the foregoing comments about the federal tax consequences under
the Contracts are not exhaustive, and special rules are provided with respect to
other tax situations not discussed in this prospectus. Further, the federal
income tax consequences discussed herein reflect our understanding of current
law, and the law may change. Federal estate and state and local estate,
inheritance and other tax consequences of ownership or receipt of distributions
under a Contract depend on the individual
30
<PAGE>
circumstances of each contract owner
or recipient of the distribution. A competent tax adviser should be consulted
for further information.
POSSIBLE CHANGES IN TAXATION
Although the likelihood of legislative change is uncertain, there is always the
possibility that the tax treatment of the Contracts could change by legislation
or other means. It is also possible that any change could be retroactive (that
is, effective before the date of the change). You should consult a tax adviser
with respect to legislative developments and their effect on the Contract.
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STATEMENT OF ADDITIONAL INFORMATION
- --------------------------------------------------------------------------------
TABLE OF CONTENTS
ITEM PAGE
Company............................................................. 1
Experts............................................................. 1
Legal Opinions...................................................... 1
Distributor......................................................... 1
Yield Calculations for the Money Market Subaccounts................. 1
Performance Information............................................. 2
Annuity Provisions.................................................. 5
Financial Statements................................................ 5
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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 COVER.
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
PLEASE SEND ME A FREE COPY OF THE STATEMENT OF ADDITIONAL INFORMATION FOR
SEPARATE ACCOUNT A.
Please Print or Type:
--------------------------------------------------
NAME
--------------------------------------------------
SOCIAL SECURITY NUMBER
--------------------------------------------------
STREET ADDRESS
--------------------------------------------------
CITY, STATE, ZIP
106966 5/00
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This page intentionally left blank.
32
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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 Equitable of Iowa Separate Account A 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.
MID-CAP GROWTH
- -----------------------------------------------------------
TOTAL # OF
ACCUMULATION
AUV AT UNITS AT TOTAL
YEAR END (AND YEAR END (AND AUV AT
AT BEGINNING OF AT BEGINNING OF YEAR END
FOLLOWING YEAR) FOLLOWING YEAR) (IN THOUSANDS)
- -----------------------------------------------------------
1999 $39.59 5,971,804 $ 236,452
1998 22.43 5,924,179 132,856
1997 18.52 4,824,991 89,357
1996 15.70 2,602,724 40,853
1995 13.21 759,597 10,037
1994 10.35 63,781 660
10/7/94 10.00 -- --
- -----------------------------------------------------------
RESEARCH
- -----------------------------------------------------------
TOTAL # OF
ACCUMULATION
AUV AT UNITS AT TOTAL
YEAR END (AND YEAR END (AND AUV AT
AT BEGINNING OF AT BEGINNING OF YEAR END
FOLLOWING YEAR) FOLLOWING YEAR) (IN THOUSANDS)
- -----------------------------------------------------------
1999 $28.04 13,175,523 $ 369,426
1998 22.89 14,188,466 324,775
1997 18.87 10,840,733 204,520
1996 15.93 4,845,240 77,175
1995 13.10 1,255,752 16,447
1994 9.72 69,177 672
10/7/94 10.00 -- --
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TOTAL RETURN
- -----------------------------------------------------------
TOTAL # OF
ACCUMULATION
AUV AT UNITS AT TOTAL
YEAR END (AND YEAR END (AND AUV AT
AT BEGINNING OF AT BEGINNING OF YEAR END
FOLLOWING YEAR) FOLLOWING YEAR) (IN THOUSANDS)
- -----------------------------------------------------------
1999 $18.06 11,904,760 $ 214,998
1998 17.72 12,496,442 221,408
1997 16.10 9,244,077 148,852
1996 13.51 4,354,338 58,835
1995 12.05 1,312,565 15,822
1994 9.81 33,106 325
10/7/94 10.00 -- --
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A1
<PAGE>
SMITH BARNEY LARGE CAP VALUE
- -----------------------------------------------------------
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)
- -----------------------------------------------------------
1999 $ 18.98 5,498,197 $ 104,328
1998 19.24 6,212,287 119,526
1997 17.77 4,211,810 74,830
1996 14.23 1,579,649 22,471
1995 12.05 295,134 3,555
4/5/95 10.00 -- --
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SMITH BARNEY INTERNATIONAL EQUITY
- -----------------------------------------------------------
TOTAL # OF
ACCUMULATION
AUV AT UNITS AT TOTAL
YEAR END (AND YEAR END (AND AUV AT
AT BEGINNING OF AT BEGINNING OF YEAR END
FOLLOWING YEAR) FOLLOWING YEAR) (IN THOUSANDS)
- -----------------------------------------------------------
1999 $ 23.61 1,887,697 $ 44,572
1998 14.28 2,094,601 29,904
1997 13.59 1,734,132 23,573
1996 13.42 804,975 10,805
1995 11.56 154,388 1,785
3/27/95 10.00 -- --
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SMITH BARNEY HIGH INCOME
- -----------------------------------------------------------
TOTAL # OF
ACCUMULATION
AUV AT UNITS AT TOTAL
YEAR END (AND YEAR END (AND AUV AT
AT BEGINNING OF AT BEGINNING OF YEAR END
FOLLOWING YEAR) FOLLOWING YEAR) (IN THOUSANDS)
- -----------------------------------------------------------
1999 $13.74 1,532,714 $ 21,057
1998 13.58 1,927,035 26,177
1997 13.72 1,544,897 21,190
1996 12.22 670,736 8,195
1995 10.94 72,283 791
4/28/95 10.00 -- --
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SMITH BARNEY MONEY MARKET
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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)
- -----------------------------------------------------------
1999 $ 11.74 1,482,594 $ 17,406
1998 11.37 770,258 8,755
1997 10.97 1,142,815 12,539
1996 10.59 348,906 3,694
1995 10.23 125,048 1,280
5/24/95 10.00 -- --
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A2
<PAGE>
APPRECIATION
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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)
- -----------------------------------------------------------
1999 $ 18.36 5,018,540 $ 92,147
1998 16.47 4,865,715 80,117
1997 14.01 2,177,729 30,521
1996 11.24 497,034 5,586
3/25/96 10.00 -- --
- -----------------------------------------------------------
SELECT HIGH GROWTH
- -----------------------------------------------------------
TOTAL # OF
ACCUMULATION
AUV AT UNITS AT TOTAL
YEAR END (AND YEAR END (AND AUV AT
AT BEGINNING OF AT BEGINNING OF YEAR END
FOLLOWING YEAR) FOLLOWING YEAR) (IN THOUSANDS)
- -----------------------------------------------------------
1999 $ 15.47 3,133,145 $ 48,465
1998 12.33 3,352,071 41,316
1997 10.87 1,866,333 20,288
2/5/97 10.00 -- --
- -----------------------------------------------------------
SELECT GROWTH
- -----------------------------------------------------------
TOTAL # OF
ACCUMULATION
AUV AT UNITS AT TOTAL
YEAR END (AND YEAR END (AND AUV AT
AT BEGINNING OF AT BEGINNING OF YEAR END
FOLLOWING YEAR) FOLLOWING YEAR) (IN THOUSANDS)
- -----------------------------------------------------------
1999 $ 14.21 5,002,402 $ 71,104
1998 12.29 5,366,983 65,955
1997 11.05 2,767,613 30,577
2/5/97 10.00 -- --
- -----------------------------------------------------------
SELECT BALANCED
- -----------------------------------------------------------
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)
- -----------------------------------------------------------
1999 $ 12.66 4,619,781 $ 58,498
1998 11.79 5,194,870 61,265
1997 11.06 2,668,341 29,507
2/5/97 10.00 -- --
- -----------------------------------------------------------
A3
<PAGE>
SELECT CONSERVATIVE
- -----------------------------------------------------------
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)
- -----------------------------------------------------------
1999 $ 11.89 1,212,873 $ 14,426
1998 11.52 1,417,361 16,327
1997 11.07 671,234 7,429
2/5/97 10.00 -- --
- -----------------------------------------------------------
SELECT INCOME
- -----------------------------------------------------------
TOTAL # OF
ACCUMULATION
AUV AT UNITS AT TOTAL
YEAR END (AND YEAR END (AND AUV AT
AT BEGINNING OF AT BEGINNING OF YEAR END
FOLLOWING YEAR) FOLLOWING YEAR) (IN THOUSANDS)
- -----------------------------------------------------------
1999 $ 11.39 518,879 $ 5,911
1998 11.45 644,938 7,387
1997 11.03 250,841 2,766
2/5/97 10.00 -- --
- -----------------------------------------------------------
A4
<PAGE>
APPENDIX B
SURRENDER CHARGE FOR EXCESS WITHDRAWALS EXAMPLE
The following assumes you made an initial premium payment of $25,000 and
additional premium payments of $25,000 in each of the second and third contract
years, for total premium payments under the Contract of $75,000. It also assumes
a withdrawal at the beginning of the fifth contract year of 30% of the contract
value of $90,000.
In this example, $22,500 (sum of $15,000 earnings and $75,000 x .10) is the
maximum free withdrawal amount that you may withdraw during the contract year
without a surrender charge. The total withdrawal would be $27,000 ($90,000 x
.30). Therefore, $4,500 ($27,000 - $22,500) is considered an excess withdrawal
of a part of the initial premium payment of $25,000 and would be subject to a 4%
surrender charge of $180 ($4,500 x .04).
B1
<PAGE>
EQUITABLE LIFE INSURANCE COMPANY OF IOWA
Equitable Life Insurance Company of Iowa is a stock company domiciled in Iowa
- --------------------------------------------------------------------------------
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106966 5/00
<PAGE>
<PAGE>
PART B
STATEMENT OF ADDITIONAL INFORMATION
<PAGE>
<PAGE>
<PAGE>
<PAGE>
FINANCIAL STATEMENTS - STATUTORY-BASIS
EQUITABLE LIFE INSURANCE COMPANY OF IOWA
YEARS ENDED DECEMBER 31, 1999, 1998, AND 1997
WITH REPORT OF INDEPENDENT AUDITORS
<PAGE>
Equitable Life Insurance Company of Iowa
Financial Statements - Statutory-Basis
Years ended December 31, 1999, 1998, and 1997
CONTENTS
Report of Independent Auditors.................................................1
Audited Financial Statements
Balance Sheets - Statutory-Basis...............................................2
Statements of Operations - Statutory-Basis.....................................4
Statements of Changes in Capital and Surplus - Statutory-Basis.................5
Statements of Cash Flows - Statutory-Basis.....................................6
Notes to Financial Statements..................................................7
Schedules
Report of Independent Auditors on Schedules...................................34
Schedule I - Summary of Investments - Other Than
Investments in Related Parties.............................................35
Schedule II - Supplemental Insurance Information..............................36
Schedule IV - Reinsurance.....................................................37
<PAGE>
Report of Independent Auditors
The Board of Directors and Stockholder
Equitable Life Insurance Company of Iowa
We have audited the accompanying statutory-basis balance sheets of Equitable
Life Insurance Company of Iowa (wholly owned by Equitable of Iowa Companies,
Inc.) as of December 31, 1999 and 1998, and the related statutory-basis
statements of operations, changes in capital and surplus, and cash flows for
each of the three years in the period ended December 31, 1999. These financial
statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.
We conducted our audits in accordance with auditing standards generally accepted
in the United States. Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our
opinion.
As described in Note 2 to the financial statements, the Company presents its
financial statements in conformity with accounting practices prescribed or
permitted by the Insurance Division, Department of Commerce, of the State of
Iowa, which practices differ from accounting principles generally accepted in
the United States. The variances between such practices and accounting
principles generally accepted in the United States and the effects on the
accompanying financial statements are described in Note 2.
In our opinion, because of the effects of the matters described in the preceding
paragraph, the financial statements referred to above do not present fairly, in
conformity with accounting principles generally accepted in the United States,
the financial position of Equitable Life Insurance Company of Iowa at December
31, 1999 and 1998, or the results of its operations or its cash flows for each
of the three years in the period ended December 31, 1999.
However, in our opinion the financial statements referred to above present
fairly, in all material respects, the financial position of Equitable Life
Insurance Company of Iowa at December 31, 1999 and 1998, and the results of its
operations and its cash flows for each of the three years in the period ended
December 31, 1999, in conformity with accounting practices prescribed or
permitted by the Insurance Division, Department of Commerce, of the State of
Iowa.
Des Moines, Iowa
February 4, 2000
1
<PAGE>
Equitable Life Insurance Company of Iowa
Balance Sheets - Statutory-Basis
(Dollars in thousands, except per share data)
DECEMBER 31
1999 1998
---------------------------------
ADMITTED ASSETS
Bonds $1,982,876 $1,796,150
Stocks:
Common stock of unaffiliated companies,
at market (cost: 1999 - $11,686;
1998 - $7,806) 8,990 7,612
Common stock of affiliated companies
(cost: 1999 and 1998 - $402,355) 502,507 611,148
---------------------------------
511,497 618,760
Mortgage loans on real estate 640,930 579,664
Real estate 1,757 3,382
Policy loans 144,554 158,919
Cash and short-term investments 41,254 10,649
Derivative financial instruments 112,908 63,820
Funds in transit 354 6,053
Other invested assets 198,905 252,865
---------------------------------
Total cash and investments 3,635,035 3,490,262
Due from non-affiliated reinsurers 1,001 163
Electronic data processing equipment 1,399 2,114
Premiums deferred and uncollected 7,769 9,351
Investment income due and accrued 33,980 34,345
Due from parent under tax allocation
agreement 23,326 4,493
Due from affiliates 16,996 7,548
Other assets 5,100 3,407
Separate account assets 1,949,306 1,587,611
---------------------------------
Total admitted assets $5,673,912 $5,139,294
=================================
See accompanying notes.
2
<PAGE>
Equitable Life Insurance Company of Iowa
Balance Sheets - Statutory-Basis
(Dollars in thousands, except per share data)
DECEMBER 31
1999 1998
---------------------------------
LIABILITIES AND CAPITAL AND SURPLUS
Liabilities:
Policy reserves:
Annuity and life policy reserves $2,823,284 $2,610,465
Policy proceeds left at interest 39,917 41,571
Policyholders' dividend accumulations 111,046 111,783
---------------------------------
2,974,247 2,763,819
Policy and contract claims 6,582 9,258
Other policyholders' funds:
Dividends payable to policyholders 24,140 25,308
Premium deposit and other funds 11,235 26,038
---------------------------------
35,375 51,346
Federal income taxes due or accrued - 5,514
Interest maintenance reserve 33,555 37,120
Borrowed money 50,000 76,000
Other liabilities 29,259 13,768
Asset valuation reserve 34,227 33,061
Separate account liabilities 1,949,306 1,587,611
---------------------------------
Total liabilities 5,112,551 4,577,497
Commitments and contingencies
Capital and surplus:
Common stock, par value $1.00 per
share - authorized 7,500,000 shares,
issued and outstanding 5,000,300 shares 5,000 5,000
Additional paid-in capital 248,743 248,743
Unassigned surplus 307,618 308,054
---------------------------------
Total capital and surplus 561,361 561,797
---------------------------------
Total liabilities and capital and surplus $5,673,912 $5,139,294
=================================
See accompanying notes.
3
<PAGE>
<TABLE>
<CAPTION>
Equitable Life Insurance Company of Iowa
Statements of Operations - Statutory-Basis
(Dollars in thousands)
YEAR ENDED DECEMBER 31
1999 1998 1997
-----------------------------------------------------
<S> <C> <C> <C>
Revenues:
Premiums, policy proceeds, and other considerations $513,996 $805,093 $1,182,783
Investment income, less investment expenses of $10,597 in
1999, $10,219 in 1998, and $8,335 in 1997 348,417 314,053 282,745
Commission and expense allowances on reinsurance ceded 112 275 299
Investment management, administration, and contract guarantees
for separate account fees 25,138 19,863 9,661
Other income 7,898 2,234 1,238
-----------------------------------------------------
895,561 1,141,518 1,476,726
Benefits and expenses:
Benefits paid or provided for:
Death benefits 36,480 39,807 37,197
Annuity benefits 72,953 64,850 48,306
Surrender benefits 330,285 396,952 189,194
Payments from funds left at interest 33,560 35,665 32,524
Other benefits 1,912 2,281 1,547
Increase in policy reserves 207,693 126,675 375,717
Decrease in liability for premium deposit and other funds (14,803) (14,267) (2,840)
-----------------------------------------------------
668,080 651,963 681,645
Insurance expenses:
Commissions 34,605 53,447 82,521
General expenses 81,926 67,931 44,455
Insurance taxes, licenses, and fees 4,208 5,879 5,386
Net transfers to (from) separate account (4,366) 265,080 549,481
Interest expense 4,375 4,383 3,088
Other 14 (166) 539
-----------------------------------------------------
120,762 396,554 685,470
-----------------------------------------------------
788,842 1,048,517 1,367,115
-----------------------------------------------------
Gain from operations before dividends to policyholders, federal
income taxes, and net realized capital gains 106,719 93,001 109,611
Dividends to policyholders 23,584 25,762 25,015
-----------------------------------------------------
Gain from operations before federal income taxes and net realized
capital gains 83,135 67,239 84,596
Federal income taxes (15,294) (4,410) (19,726)
-----------------------------------------------------
Net gain from operations before net realized capital gains 98,429 71,649 104,322
Net realized capital gains 3,610 1,450 7,610
-----------------------------------------------------
Net income $102,039 $73,099 $111,932
=====================================================
See accompanying notes.
</TABLE>
4
<PAGE>
<TABLE>
<CAPTION>
Equitable Life Insurance Company of Iowa
Statements of Changes in Capital and Surplus - Statutory-Basis
(Dollars in thousands)
TOTAL
ADDITIONAL CAPITAL
COMMON PAID-IN UNASSIGNED AND
STOCK CAPITAL SURPLUS SURPLUS
--------------------------------------------------------------
<S> <C> <C> <C> <C>
Balance at January 1, 1997 $5,000 $248,743 $313,572 $567,315
Net income - - 111,932 111,932
Net unrealized capital losses - - (19,672) (19,672)
Increase in non-admitted assets - - (27,080) (27,080)
Increase in policy reserves due to
change in valuation basis - - (653) (653)
Decrease in asset valuation reserve - - 1,778 1,778
Non-admitted investment income - - (4) (4)
Pension adjustment - - 14,006 14,006
--------------------------------------------------------------
Balance at December 31, 1997 5,000 248,743 393,879 647,622
Net income - - 73,099 73,099
Net unrealized capital losses - - (16,579) (16,579)
Increase in non-admitted assets - - (32,055) (32,055)
Increase in asset valuation reserve - - (1,573) (1,573)
Dividends paid to parent - - (106,000) (106,000)
Dissolution of Equitable Companies - - (2,717) (2,717)
--------------------------------------------------------------
Balance at December 31, 1998 5,000 248,743 308,054 561,797
Net income - - 102,039 102,039
Net unrealized capital losses - - (19,594) (19,594)
Increase in non-admitted assets - - (2,880) (2,880)
Increase in policy reserves due to
change in valuation basis - - (2,735) (2,735)
Increase in asset valuation reserve - - (1,166) (1,166)
Dividends paid to parent - - (76,100) (76,100)
--------------------------------------------------------------
Balance at December 31, 1999 $5,000 $248,743 $307,618 $561,361
==============================================================
See accompanying notes.
</TABLE>
5
<PAGE>
<TABLE>
<CAPTION>
Equitable Life Insurance Company of Iowa
Statements of Cash Flows - Statutory-Basis
(Dollars in thousands)
YEAR ENDED DECEMBER 31
1999 1998 1997
------------------------------------------------------
<S> <C> <C> <C>
OPERATING ACTIVITIES
Premiums, policy proceeds, and other considerations $515,641 $805,558 $1,183,197
Investment income, less investment expenses 248,414 309,837 190,346
Commissions and expense allowances on reinsurance ceded 110 268 314
Fees associated with investment management, administration,
and contract guarantees from Separate Accounts 25,138 19,863 9,661
Other income 6,585 2,192 1,244
Benefits (478,275) (539,251) (305,862)
Insurance expenses (106,301) (418,265) (723,410)
Dividends to policyholders (24,751) (25,558) (25,269)
Federal income taxes paid (4,116) 12,636 (9,051)
------------------------------------------------------
Net cash provided by operating activities 182,445 167,280 321,170
INVESTING ACTIVITIES AND MISCELLANEOUS SOURCES
Proceeds from investments sold, matured, or repaid:
Bonds 921,197 705,600 280,112
Common stocks - unaffiliated companies 11,380 - 1,831
Common stocks - affiliates 203,800 9,180 23,227
Mortgage loans on real estate 57,771 60,144 49,411
Policy loans - net 14,365 6,242 -
Real estate 3,408 - 68
Other invested assets 243,429 112,707 3,245
------------------------------------------------------
1,455,350 893,873 357,894
Cost of investments acquired:
Bonds (1,124,069) (489,283) (510,735)
Common stocks - unaffiliated companies (11,380) - (526)
Common stocks - affiliates - - (3,223)
Mortgage loans on real estate (119,081) (133,969) (155,883)
Policy loans - net - - (502)
Real estate (1,760) - -
Other invested assets (186,623) (356,997) (1,586)
------------------------------------------------------
(1,442,913) (980,249) (672,455)
Other (62,177) (41,823) (12,347)
------------------------------------------------------
Net cash used in investing activities and
miscellaneous sources (49,740) (128,199) (326,908)
FINANCING ACTIVITIES
Borrowed money (26,000) 26,000 50,000
Dividends paid to parent (76,100) (106,000) -
Dissolution of Equitable Companies - (906) -
------------------------------------------------------
Net cash provided by (used in) financing activities (102,100) (80,906) 50,000
------------------------------------------------------
Increase (decrease) in cash and short-term investments 30,605 (41,825) 44,262
Cash and short-term investments at beginning of year 10,649 52,474 8,212
------------------------------------------------------
Cash and short-term investments at end of year $41,254 $10,649 $52,474
======================================================
See accompanying notes.
</TABLE>
6
<PAGE>
Equitable Life Insurance Company of Iowa
Notes to Financial Statements
December 31, 1999
1. SIGNIFICANT ACCOUNTING POLICIES
ORGANIZATION
Equitable Life Insurance Company of Iowa (the "Company") is domiciled in Iowa
and is a wholly owned subsidiary of Equitable of Iowa Companies, Inc. The
Company offers various insurance products including deferred and immediate
annuities, variable annuities, and interest sensitive and traditional life
insurance. These products are marketed by the Company's career agency force,
independent insurance agents, broker/dealers, and financial institutions. The
Company's primary customers are individuals.
On October 24, 1997, PFHI Holdings, Inc. ("PFHI"), a Delaware corporation,
acquired all of the outstanding capital stock of Equitable of Iowa Companies
("Equitable") according to the terms of an Agreement and Plan of Merger dated
July 7, 1997 among Equitable, PFHI, and ING Groep N.V. ("ING"). PFHI is a wholly
owned subsidiary of ING, a global financial services holding company based in
The Netherlands. As a result of this transaction, Equitable was merged into
PFHI, which was simultaneously renamed Equitable of Iowa Companies, Inc. ("EIC"
or the "Parent"), a Delaware corporation.
FINANCIAL STATEMENTS
The financial statements presented herein are prepared on a statutory-basis for
the Company only and, as such, the accounts of the Company's wholly owned
subsidiaries, USG Annuity & Life Company ("USG"), Equitable American Insurance
Company ("Equitable American"), and Equitable Companies, are not consolidated
with those of the Company. Effective December 22, 1998, the Company dissolved
Equitable Companies.
The Company's statutory-basis financial statements are prepared in accordance
with accounting practices prescribed or permitted by the Insurance Division,
Department of Commerce, of the State of Iowa. Currently, "prescribed" statutory
accounting practices are interspersed throughout state insurance laws and
regulations, the National Association of Insurance Commissioners' ("NAIC")
accounting practices and procedures manual and a variety of other NAIC
publications. "Permitted" statutory accounting practices encompass all
accounting practices that are not prescribed; such practices may differ from
state to state, may differ from company to company within a state, and may
change in the future.
In 1998, the NAIC adopted codified statutory accounting principles
("Codification"), effective January 1, 2001. Codification will likely change, to
some extent, prescribed statutory accounting practices and may result in changes
to the accounting practices that the Company uses to prepare its statutory-basis
financial statements. Codification will require adoption by the various states
before it becomes the prescribed statutory basis of accounting for insurance
companies domesticated within those states. Accordingly, before Codification
becomes effective for the Company, the State of Iowa must adopt Codification as
7
<PAGE>
the prescribed basis of accounting on which domestic insurers must report their
statutory-basis results to the Insurance Department. At this time, it is
anticipated that Iowa will adopt Codification. Management has not yet determined
the exact impact of Codification to its statutory-basis financial statements.
The preparation of financial statements of the Company requires management to
make estimates and assumptions affecting the amounts reported in the financial
statements and accompanying notes. Changes in estimates and assumptions could
materially impact the financial statements.
INVESTMENTS
Investments in bonds, except those to which the Securities Valuation Office of
the NAIC has ascribed a value, mortgage loans on real estate, and short-term
investments are reported at cost adjusted for amortization of premiums and
accrual of discounts. Premiums and discounts are amortized/accrued utilizing a
method, which results in a constant yield over the security's expected life. The
amortization of premiums and accretion of discounts of bonds backed by mortgages
and other loans are periodically adjusted for changes in the expected prepayment
rate of the loans using the retrospective method for instruments with low
interest rate volatility and the prospective method for instruments with high
interest rate volatility. Common stocks of unaffiliated companies are carried at
estimated fair value. Common stock of subsidiaries (all 100% owned) are recorded
at the equity in net assets with the reported net income of the subsidiaries
included in investment income and all other changes in net assets included in
net unrealized capital losses.
Estimated fair values of conventional mortgage-backed securities not actively
traded in a liquid market are estimated using a third-party pricing process.
This pricing process uses a matrix calculation assuming a spread over U.S.
Treasury bonds based upon the expected average lives of the securities.
Estimated fair values of publicly traded fixed maturities are reported by an
independent pricing service. Estimated fair values of private placement bonds
are estimated using a matrix that assumes a spread (based on interest rates and
a risk assessment of the bonds) over U.S. Treasury bonds. Estimated fair values
of common stocks of unaffiliated companies, as reported herein, are based on the
latest quoted market prices, or where not readily marketable, at cost or values
which are representative of the fair values of issues of comparable yield,
maturity, and quality. Real estate is reported at cost less allowances for
depreciation. Depreciation is computed principally using the straight-line
method.
Policy loans are reported at unpaid principal. In 1999, other invested assets
consist principally of surplus notes receivable, which are recorded at cost, and
investments in various joint ventures, which are recorded at the equity in
underlying net assets. In 1998, Mortgage Derivative investments were included in
other invested assets and valued using the portfolio method. The amortization of
premiums and accretion of discounts of Mortgage Derivative investments were
periodically adjusted using the prospective method. Other "admitted assets" are
valued, principally at cost, as required or permitted by State of Iowa insurance
laws and rules and regulations adopted thereunder by the Insurance Division,
Department of Commerce, of the State of Iowa.
Realized capital gains and losses are determined on the basis of specific
identification and are recorded net of related federal income taxes. Under a
formula prescribed by the NAIC, the Company has established an Interest
Maintenance Reserve which defers the portion of realized gains and losses on
sales, maturities, and prepayments of fixed income investments, principally
bonds and mortgage loans, attributable to changes in the general level of
interest rates and amortizes those deferrals over the remaining period of
maturity. The Asset Valuation Reserve ("AVR") provides for anticipated losses in
the event of default by issuers of certain invested assets. The amount of the
8
<PAGE>
AVR is determined using formulae prescribed by the NAIC and is reported as a
liability. The formula for the AVR provides for a corresponding adjustment for
realized gains and losses, net of amounts attributed to changes in the general
level of interest rates.
Interest income is recognized on an accrual basis. The Company does not accrue
income on bonds where management determines collection is uncertain, on mortgage
loans on real estate which are more than three months in arrears or where the
loan is in foreclosure, or on real estate where rent is in arrears for more than
three months. At December 31, 1999 or 1998, the Company excluded no investment
income due and accrued with respect to such investments.
DERIVATIVE FINANCIAL INSTRUMENTS
The premiums paid for interest rate caps ("caps"), cash settled put swaptions
("swaptions"), and Standard & Poors' ("S&P") 500(R) Index call options ("call
options") are deferred. The deferred premiums are amortized over the term of
these instruments on a straight-line basis. Amortization of deferred premium and
any payments received in accordance with the terms of these instruments are
recorded as an adjustment to investment income. These instruments do not require
additional payments by the Company. The caps and swaptions are held at amortized
cost. Unrealized gains and losses on the caps and swaptions are not recorded in
income until realized. The call options are held at market value with changes in
market value also reflected in investment income. In addition to these
instruments, the Company owns interest rate caps ("Mortgage Derivative caps")
and an interest rate floor ("Mortgage Derivative floor"), which were valued with
Mortgage Derivative investments using the portfolio method of accounting during
1998. During 1999, the Mortgage Derivative caps and Mortgage Derivative floor
were valued consistently with caps, swaptions, and call options.
CASH AND CASH EQUIVALENTS
For purposes of the accompanying statements of cash flows, the Company considers
all highly liquid debt instruments purchased with a maturity of twelve months or
less to be cash equivalents.
POLICY RESERVES
The reserves for annuity and life policies, all developed by actuarial methods,
are established and maintained on the basis of published mortality tables using
assumed interest rates and valuation methods that will provide, in the
aggregate, reserves that are equal to or greater than the minimum valuation
required by law or guaranteed policy cash values.
RECOGNITION OF PREMIUM REVENUES AND COSTS
Premiums are recognized as revenues over the premium-paying period, whereas
commissions and other costs applicable to the acquisition of new business are
charged to operations as incurred.
DIVIDENDS TO POLICYHOLDERS
Dividends payable to policyholders in the following year are charged to
operations and are established by the Company's Board of Directors.
9
<PAGE>
SEPARATE ACCOUNT
Separate account assets and liabilities are presented in the aggregate in the
balance sheets. The statements of operations include the premiums, benefits, net
transfers to the separate account, and other items arising from the operations
of the separate account of the Company.
DIVIDEND RESTRICTIONS
Prior approval of insurance regulatory authorities is required for payment of
dividends to the Parent, which exceed an annual limitation. In 1999, the Company
paid cash dividends of $76,100,000 to its Parent. The portion of these dividends
that exceed $71,649,000 is considered extraordinary. In 1998, the Company paid
cash dividends of $106,000,000 to its Parent. Included in this amount is a
$2,000,000 extraordinary cash dividend paid to the Parent in December 1998.
During 2000, the Company could pay dividends to its Parent of approximately
$98,429,000 without prior approval of regulatory authorities.
RECLASSIFICATIONS
Certain amounts in the 1998 and 1997 financial statements have been reclassified
to conform to the 1999 financial statement presentation.
2. BASIS OF FINANCIAL REPORTING
The financial statements have been prepared on the basis of accounting practices
prescribed or permitted by the Insurance Division, Department of Commerce, of
the State of Iowa, which practices differ in some respects from accounting
principles generally accepted in the United States ("GAAP"). The significant
differences are as follows: (1) costs of acquiring new business are charged to
current operations as incurred rather than deferred and amortized over the life
of the policies; (2) an asset is not recorded and amortized to expense for the
present value of future cash flows from insurance contracts acquired as a result
of the merger; (3) policy reserves on traditional life products are based on
statutory mortality rates and interest which may differ from reserves based on
reasonable assumptions of expected mortality, interest, and withdrawals which
include a provision for possible unfavorable deviation from such assumptions;
(4) policy reserves on annuity and interest sensitive life products use
discounting methodologies utilizing statutory interest rates rather than full
account values; (5) reserves are reported net of reserve credits related to
reinsurance ceded rather than the reserve credit being established as a
receivable, net of an allowance for uncollectible amounts; (6) bonds are valued
at amortized cost rather than being designated as "available for sale" and
valued at estimated fair value with unrealized appreciation/depreciation, net of
adjustments to value of purchased insurance in force, deferred policy
acquisition costs, and deferred income taxes (if applicable), credited/charged
directly to stockholder's equity; (7) the carrying value of bonds is reduced to
estimated fair value through the establishment of a formula-determined statutory
investment reserve (carried as a liability), changes in which are charged
directly to surplus rather than by a charge to realized losses in the statements
of operations when declines in carrying value are judged to be other than
temporary; (8) deferred income taxes are not provided for the difference between
the financial statement and income tax bases of assets and liabilities except
for tax-basis deferred policy acquisition costs; (9) net realized gains or
losses attributed to changes in the level of interest rates in the market are
deferred and amortized over the remaining life of the bond or mortgage loan,
rather than recognized as gains or losses in the statements of operations when
the sale is completed; (10) gains arising from sale-leaseback transactions are
recognized in the period of sale rather than being deferred and amortized over
the life of the lease; (11) guaranty fund assessments, depending upon the laws
10
<PAGE>
of the particular state guaranty association, are either expensed or capitalized
and amortized, when assessed in accordance with procedures permitted by
insurance regulatory authorities rather than accrued, net of related anticipated
premium tax credits, when the amounts to be assessed are probable and estimable;
(12) a prepaid pension cost asset established in accordance with Statement of
Financial Accounting Standard (SFAS) No. 87, "Employers' Accounting for
Pensions," agents' balances and certain other assets designated as "non-admitted
assets" have been charged to surplus rather than being reported as assets; (13)
revenues for annuity and universal life products consist of premiums received
rather than policy charges for the cost of insurance, policy administration
charges, amortization of policy initiation fees, and surrender charges assessed;
(14) expenses for postretirement benefits other than pensions are recognized for
vested and fully-eligible employees rather than all qualified employees, and the
accumulated postretirement benefit obligation for years prior to adoption of
SFAS No. 106, "Employers' Accounting for Postretirement Benefits Other Than
Pensions," was deferred and amortized over twenty years rather than recognized
as a cumulative effect of change in accounting method; (15) assets and
liabilities retain their historical value rather than being restated to fair
values with provision for goodwill and other intangible assets when a change in
ownership occurs; (16) amortization of the cost of the caps and swaptions
purchased in conjunction with the hedging program are deducted from net
investment income rather than recorded in interest credited; (17) call options
are carried at market value with changes in market value reported in investment
income rather than amortized cost plus intrinsic value, if any; (18) the
financial statements of subsidiaries are not consolidated with those of the
Company; and (19) certain contingent liabilities (i.e. class action lawsuits)
are provided for as incurred rather than expensed when the amount of the loss is
probable and estimable.
The effects of the foregoing variances from GAAP on the accompanying
statutory-basis financial statements have not been determined, but appear to be
material.
At December 31, 1999, participating business approximated 10.0% of life
insurance in force. Participating life insurance accounted for 5.0% in 1999 and
3.3% in 1998 of premium income from all products written by the Company.
A summary of financial information for the Company on the basis of GAAP follows.
The Company's financial information for the periods after October 24, 1997 is
presented on the Post-Merger new basis of accounting.
A summary of the Company's consolidated balance sheet information on a GAAP
basis is as follows:
POST-MERGER
------------------------------------------------------
DECEMBER 31, 1999 DECEMBER 31, 1998
------------------------------------------------------
(DOLLARS IN THOUSANDS)
Investments $9,726,102 $10,429,540
Total assets 14,029,215 14,085,030
Total liabilities 12,054,304 11,754,394
Stockholder's equity 1,974,911 2,330,636
11
<PAGE>
A summary of the Company's consolidated statement of operations information on a
GAAP basis is as follows:
<TABLE>
<CAPTION>
POST-MERGER | PRE-MERGER
-----------------------------------------------------------|--------------------
FOR THE PERIOD | FOR THE PERIOD
YEAR ENDED YEAR ENDED OCTOBER 25, 1997 | JANUARY 1, 1997
DECEMBER 31, DECEMBER 31, THROUGH | THROUGH
1999 1998 DECEMBER 31, 1997 | OCTOBER 24, 1997
--------------------------------------------------------------------------------
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C> <C>
Revenues $765,423 $843,611 $145,159 | $745,839
Benefits and expenses 719,337 715,961 114,766 | 600,696
Net income 19,846 71,746 15,825 | 100,723
</TABLE>
3. INVESTMENT OPERATIONS
Major categories of net investment income are summarized below:
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31
1999 1998 1997
-------------------------------------------------------------------
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C>
Fixed maturities $156,201 $154,323 $153,551
Equity securities:
Affiliated 112,250 84,203 88,780
Unaffiliated 582 566 963
Mortgage loans on real estate 47,961 42,797 36,195
Real estate 729 716 335
Policy loans 9,009 9,448 9,534
Short-term investments 205 468 1,207
Other, net 4,729 9,944 1,119
Derivative financial instruments 24,678 19,711 (2,051)
Amortization of IMR 2,670 2,096 1,447
-------------------------------------------------------------------
Gross investment income 359,014 324,272 291,080
Less:
Investment expenses (8,543) (7,576) (7,050)
Interest expense (2,006) (2,575) (1,251)
Depreciation on real estate and
other invested assets (48) (68) (34)
-------------------------------------------------------------------
Net investment income $348,417 $314,053 $282,745
===================================================================
</TABLE>
At December 31, 1999 and 1998, the statement value, gross unrealized gains and
losses, and estimated fair value of the Company's debt securities are as
follows:
<TABLE>
<CAPTION>
GROSS GROSS ESTIMATED
STATEMENT UNREALIZED UNREALIZED FAIR
VALUE GAINS LOSSES VALUE
----------------------------------------------------------------
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C> <C>
DECEMBER 31, 1999
Bonds:
United States government and
agencies $34,264 $85 $(429) $33,920
Public utilities 189,307 955 (11,683) 178,579
Industrial and miscellaneous 941,838 11,483 (34,754) 918,567
Mortgage-backed securities 694,841 11,172 (43,615) 662,398
Other asset-backed securities 122,626 17 (6,843) 115,800
----------------------------------------------------------------
Total $1,982,876 $23,712 $(97,324) $1,909,264
================================================================
</TABLE>
12
<PAGE>
<TABLE>
<CAPTION>
GROSS GROSS ESTIMATED
STATEMENT UNREALIZED UNREALIZED FAIR
VALUE GAINS LOSSES VALUE
----------------------------------------------------------------
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C> <C>
DECEMBER 31, 1998
Bonds:
United States government and
agencies $12,103 $635 - $12,738
Public utilities 251,730 15,571 $(1,682) 265,619
Industrial and miscellaneous 1,012,962 69,647 (9,568) 1,073,041
Mortgage-backed securities 458,491 7,672 (1,325) 464,838
Other asset-backed securities 60,864 1,752 (793) 61,823
----------------------------------------------------------------
Total $1,796,150 $95,277 $(13,368) $1,878,059
================================================================
</TABLE>
Short-term investments, all with maturities of 30 days or less, have been
excluded from the above schedules. Statement value approximates estimated fair
value for these securities.
The amortized cost and estimated fair value of the Company's portfolio of debt
securities at December 31, 1999, by contractual maturity, are shown below.
Expected maturities will differ from contractual maturities because borrowers
may have the right to call or prepay obligations with or without call or
prepayment penalties.
STATEMENT ESTIMATED
VALUE FAIR VALUE
----------------------------------
(DOLLARS IN THOUSANDS)
Due within one year $5,750 $5,809
Due after one year through five years 95,351 94,601
Due after five years through ten years 667,976 649,832
Due after ten years 396,332 380,824
----------------------------------
1,165,409 1,131,066
Mortgage-backed securities 694,841 662,398
Other asset-backed securities 122,626 115,800
----------------------------------
Total $1,982,876 $1,909,264
==================================
Realized capital gains (losses) on investments are as follows:
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31
1999 1998 1997
--------------------------------------------------
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C>
Bonds $(3,086) $15,938 $5,486
Common stocks of unaffiliated mutual funds 3,880 - 1,831
Common stocks of affiliated mutual funds - 2,698 8,915
Mortgage loans on real estate (44) 655 394
Real estate 71 - (469)
Derivative instruments 850 - -
Other invested assets 2,507 2,616 1,621
--------------------------------------------------
Realized capital gains (losses) 4,178 21,907 17,778
Tax effect (1,463) (7,667) (6,222)
Transfer to imr 895 (12,790) (3,946)
--------------------------------------------------
Net realized capital gains $3,610 $1,450 $7,610
==================================================
</TABLE>
13
<PAGE>
Realized capital gains (losses) include gross gains on the sale or prepayment of
bonds of $11,079,000, $20,367,000, and $7,701,000 and gross losses on the sale
or prepayment of bonds of $14,165,000, $4,429,000, and $2,215,000 for the years
ended December 31, 1999, 1998, and 1997, respectively.
Unrealized depreciation of common stock of unaffiliated companies of $2,696,000
is comprised entirely of gross unrealized depreciation at December 31, 1999.
Unrealized depreciation of common stock of unaffiliated companies of $194,000 is
comprised of gross unrealized appreciation of $49,000 and gross unrealized
depreciation of $243,000 on the individual securities at December 31, 1998.
The Company's investment policies related to its investment portfolio require
diversification by asset type, company, and industry and set limits on the
amount which can be invested in an individual issuer. Such policies are at least
as restrictive as those set forth by the Insurance Division, Department of
Commerce, of the State of Iowa. Investments in bonds included investments in
basic industrials (37% in 1999, 27% in 1998), various non-governmental
mortgage-backed securities (31% in 1999, 25% in 1998), public utilities (7% in
1999, 16% in 1998), financial companies (7% in 1999, 14% in 1998), and consumer
products (12% in 1998). Mortgage loans on real estate have been analyzed by
geographical location with concentrations by state identified in Pennsylvania
(12% in 1999, 11% in 1998) and Florida (10% in 1999, 2% in 1998). Mortgage loans
on real estate have also been analyzed by collateral type with concentrations
identified in retail facilities (26% in 1999, 27% in 1998), office buildings
(30% in 1999, 27% in 1998), industrial buildings (27% in 1999 and 1998), and
multi-family residential buildings (15% in 1999, 18% in 1998). Common stocks of
unaffiliated companies, real estate, and other invested assets are not
significant to the Company's overall investment portfolio.
During 1999, the Company recognized an impairment on a commercial mortgage loan
in the amount of $1,039,000, to reduce the book value of this investment to its
estimated net realizable value of $1,760,000. During 1998, the Company
recognized impairments on a bond and commercial mortgage in the amount of
$1,159,000 and $1,925,000, respectively, to reduce the book value of these
investments to their estimated net realizable values of $1,200,000 and
$2,906,000, respectively. At December 31, 1997, one mortgage loan with a
carrying value of $33,000 was delinquent by 90 days or more. During the first
quarter of 1997, the value of a mortgage loan with a book value of $4,266,000
was determined to be impaired other than temporary. At that time, a valuation
allowance was established to reduce the carrying value of this mortgage loan to
its estimated fair value, resulting in a charge to investment income of
$245,000. The Company foreclosed on the property in June 1997 and based upon an
appraisal, recorded a permanent writedown on the real estate investment of
$572,000 and an additional $68,000 in 1998, resulting in charges to realized
losses.
During 1999, the maximum and minimum lending rates for mortgage loans were 6.59%
and 8.10% for city loans. At the issuance of a loan, the percentage of loan to
value on any one loan does not exceed 75%, except for loans made in accordance
with Section 511.8(9)(f) of the Code of Iowa. All properties covered by mortgage
loans have fire insurance at least equal to the excess of the loan over the
maximum loan that would be allowed on the land without the building.
At December 31, 1999, affidavits of deposits covering bonds with a par value of
$2,414,681,000 (1998-$1,802,242,000), mortgage loans with an unpaid principal
balance of $640,931,000 (1998-$581,825,000), and policy loans with an unpaid
balance of $144,554,000 (1998-$158,919,000) were on deposit with state agencies
to meet regulatory requirements.
14
<PAGE>
4. FINANCIAL INSTRUMENTS - RISK MANAGEMENT
HEDGING PROGRAM
During the second quarter of 1996, the Company implemented a hedging program
under which certain derivative financial instruments, caps and swaptions, were
purchased to reduce the negative effects of potential increases in withdrawal
activity related to the Company's annuity liabilities which may result from
increases in interest rates. The Company purchased caps and swaptions, all
during the second quarter of 1996, with current notional amounts at December 31,
1999 totaling $600,000,000 and $122,917,000, respectively. In 1996, the Company
paid approximately $21,100,000 in premiums for these caps and swaptions. The
cost of this program has been incorporated into the Company's product pricing.
The caps and swaptions do not require any additional payments by the Company.
The agreements for the caps and swaptions entitle the Company to receive
payments from the instruments' counterparties on future reset dates if interest
rates, as specified in the agreements, rise above a specified fixed rate (9.0%
and 9.5%). The amount of such payments to be received by the Company for the
caps, if any, will be calculated by taking the excess of the current applicable
rate over the specified fixed rate and multiplying this excess by the notional
amount of the caps. Payments on swaptions are also calculated based upon the
excess of the current applicable rate over the specified fixed rate multiplied
by the notional amount. The product of this rate differential times the notional
amount is assumed to continue for a series of defined future semiannual payment
dates and the resulting hypothetical payments are discounted to the current
payment date using the discount rate defined in the agreement.
In January 1997, the Company introduced its first equity-indexed annuity
product, which provides a guaranteed base rate of return with a higher potential
return linked to the performance of a broad based equity index. At the same
time, the Company implemented a hedging program to purchase S&P call options. At
December 31, 1999, the Company has several equity-indexed products for which
call options are purchased to hedge potential increases in policyholder account
balances resulting from increases in the index to which the product is linked.
During 1999, the Company paid $22,835,000 in premiums for call options which
mature in 2000 through 2008. During 1998, the Company paid $10,721,000 in
premiums for call options which mature in 1999 through 2007. During 1997, the
Company paid $17,398,000 in premiums for call options which mature in 2002
through 2004. The cost of this program has been incorporated into the Company's
pricing of its equity-indexed annuity products. The call options do not require
any additional payments by the Company.
The agreement for the call options entitle the Company to receive payments from
the counterparty if the S&P 500 Index exceeds the specified strike price on the
maturity date. The amount of such payments to be received by the Company for the
call options, if any, will be calculated by taking the excess of the average
closing price (as defined in the contract) at maturity over the specified strike
price and multiplying this excess by the number of the S&P 500 units defined in
the contract. Any payments received from the counterparties will be recorded as
an adjustment to investment income.
In 1998, the Company began purchasing Mortgage Derivative caps and a Mortgage
Derivative floor to reduce and manage the risk of change in the value, yield,
price, cash flow, quantity of, or degree of exposure with respect to the
Mortgage Derivative investments. In 1999, the Company paid premiums of
$2,588,000 for a Mortgage Derivative cap with a notional amount of $300,000,000.
The Company paid premiums of $2,169,000 in 1998 for the Mortgage Derivative caps
15
<PAGE>
and Mortgage Derivative floor with notional amounts of $200,000,000 and
$100,000,000, respectively. These agreements entitle the Company to receive
payments based on the notional amounts to the extent reference interest rates
exceed or fall below strike levels in the contracts.
The following table summarizes the contractual maturities of notional amounts by
type of instrument at December 31, 1999:
<TABLE>
<CAPTION>
2000 2001 2002 2004 2005 TOTAL
-------------------------------------------------------------------------------
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C> <C> <C> <C>
Interest rate caps - $400,000 $200,000 - - $600,000
Cash settled put swaptions $62,500 54,167 6,250 - - 122,917
Mortgage derivative caps 100,000 - - $300,000 $100,000 500,000
Mortgage derivative floor 100,000 - - - - 100,000
-------------------------------------------------------------------------------
Total notional amount $262,500 $454,167 $206,250 $300,000 $100,000 $1,322,917
===============================================================================
</TABLE>
ACCOUNTING TREATMENT
The Company has recorded amortization of the deferred premiums related to the
caps, swaptions, and call options of $10,820,000, $8,538,000, and $5,844,000 for
1999, 1998, and 1997, respectively. Unrealized gains and losses on the caps and
swaptions and related assets or liabilities will not be recorded in income until
realized. The call options are carried at market value.
Any unrealized gain or loss on the caps and swaptions is off-balance sheet and
therefore, is not reflected in the financial statements. The effect of changes
in the market value of the call options will be reflected in the financial
statements in the period of change. During 1999, 1998, and 1997, the Company
increased investment income by recording a market value adjustment of
$35,928,000, $28,249,000, and $3,793,000, respectively, on the call options.
The following tables summarize the carrying value, amortized cost, gross
unrealized gains and losses, and estimated fair value on these instruments:
<TABLE>
<CAPTION>
GROSS GROSS ESTIMATED
CARRYING AMORTIZED UNREALIZED UNREALIZED FAIR
VALUE COST GAINS LOSSES VALUE
--------------------------------------------------------------------------
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C> <C> <C>
DECEMBER 31, 1999
Interest rate caps $3,169 $3,169 $1,729 $(1,658) $3,240
Cash settled put swaptions 2,362 2,362 - (1,144) 1,218
S&P 500 call options 107,377 39,407 67,970 - 107,377
--------------------------------------------------------------------------
Total $112,908 $44,938 $69,699 $(2,802) $111,835
==========================================================================
DECEMBER 31, 1998
Interest rate caps $2,983 $2,983 - $(2,868) $115
Cash settled put swaptions 5,258 5,258 - (4,755) 503
S&P 500 call options 55,579 23,537 $32,042 - 55,579
--------------------------------------------------------------------------
Total $63,820 $31,778 $32,042 $(7,623) $56,197
==========================================================================
</TABLE>
The differences between fair value and amortized cost for the caps, swaptions,
and call options reflect changes in interest rates and market conditions since
time of purchase.
16
<PAGE>
In 1998, the Mortgage Derivative caps and Mortgage Derivative floor are valued
with the Mortgage Derivative investments using the portfolio method of
accounting and included in other invested assets.
EXPOSURE TO LOSS - COUNTERPARTY NONPERFORMANCE
The Company is exposed to the risk of losses in the event of nonperformance by
the counterparties of the caps, swaptions, call options, Mortgage Derivative
caps, and Mortgage Derivative floor. Losses recorded in the Company's financial
statements in the event of nonperformance will be limited to the unamortized
premium (remaining amortized cost) plus the market value adjustment, if any, for
these instruments, because no additional payments are required by the Company
after the initial premium. Counterparty non-performance would result in an
economic loss if interest rates exceeded the specified fixed rate for caps,
Mortgage Derivative caps, swaptions, or for the call options, the average
closing price at maturity exceeded the specified strike price. Counterparty
non-performance would result in an economic loss if interest rates fell below
the specified rate for the Mortgage Derivative floor. Economic losses would be
measured by the net replacement cost, or estimated fair value, for such
instruments. The estimated fair value is the average of quotes, if more than one
quote is available, obtained from related and unrelated counterparties. The
Company limits its exposure to such losses by: diversification among
counterparties, limiting exposure to any individual counterparty based upon that
counterparty's credit rating, and limiting its exposure by instrument type to
only those instruments that do not require future payments. For purposes of
determining risk exposure to any individual counterparty, the Company evaluates
the combined exposure to that counterparty on both a derivative financial
instruments' level and on the total investment portfolio credit risk and reports
its exposure to senior management at least monthly. The maximum potential
economic loss (the cost of replacing an instrument or the net replacement value)
due to nonperformance of the counterparties will increase or decrease during the
life of the instruments as a function of maturity and market conditions.
The Company determines counterparty credit quality by reference to ratings from
independent rating agencies. As of December 31, 1999, the ratings assigned by
Standard & Poors' Rating Services by instrument with respect to the net
replacement value (fair value) of the Company's instruments are as follows:
<TABLE>
<CAPTION>
NET REPLACEMENT VALUE
----------------------------------------------------------------
CASH S&P 500
INTEREST SETTLED PUT CALL
RATE CAPS SWAPTIONS OPTIONS TOTAL
----------------------------------------------------------------
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C> <C>
Counterparties credit quality:
AAA $3,149 $115 $44,613 $47,877
AA+ TO AA- 91 953 62,764 63,808
A+ TO A- -- 150 -- 150
----------------------------------------------------------------
Total $3,240 $1,218 $107,377 $111,835
================================================================
</TABLE>
5. FAIR VALUES OF FINANCIAL INSTRUMENTS
SFAS No. 107, "Disclosures about Fair Value of Financial Instruments," requires
disclosure of estimated fair value of all financial instruments, including both
assets and liabilities recognized and not recognized in a company's balance
sheet, unless specifically exempted. SFAS No. 119, "Disclosure about Derivative
Financial Instruments and Fair Value of Financial Instruments," requires
17
<PAGE>
additional disclosures about derivative financial instruments. Most of the
Company's investments, investment contracts, and debt fall within the standard's
definition of a financial instrument. Fair values for the Company's insurance
contracts other than investment contracts are not required to be disclosed. In
cases where quoted market prices are not available, estimated fair values are
based on estimates using present value or other valuation techniques. These
techniques are significantly affected by the assumptions used, including the
discount rate and estimates of future cash flows. Accounting, actuarial, and
regulatory bodies are continuing to study the methodologies to be used in
developing fair value information, particularly as it relates to liabilities for
insurance contracts. Accordingly, care should be exercised in deriving
conclusions about the Company's business or financial condition based on the
information presented herein.
The Company closely monitors the composition and yield of invested assets, the
duration and interest credited on insurance liabilities, and resulting interest
spreads and timing of cash flows. These amounts are taken into consideration in
the Company's overall management of interest rate risk, which attempts to
minimize exposure to changing interest rates through the matching of investment
cash flows with amounts expected to be due under insurance contracts. As
discussed below, the Company has used discount rates in its determination of
fair values for its liabilities, which are consistent with market yields for
related assets. The use of the asset market yield is consistent with
management's opinion that the risks inherent in its asset and liability
portfolios are similar. These assumptions may not result in values consistent
with those obtained through an actuarial appraisal of the Company's business or
values that might arise in a negotiated transaction.
The following compares carrying values as shown for financial reporting purposes
with estimated fair values:
<TABLE>
<CAPTION>
DECEMBER 31 1999 1998
- ------------------------------------------------------------------------------------------------------------
CARRYING ESTIMATED CARRYING ESTIMATED
VALUE FAIR VALUE VALUE FAIR VALUE
-------------------------- -----------------------------
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C> <C>
ASSETS
Bonds $1,982,876 $1,909,264 $1,796,150 $1,878,059
Common stock of unaffiliated companies 8,990 8,990 7,612 11,268
Mortgage loans on real estate 640,930 614,196 579,664 638,262
Policy loans 144,554 144,554 158,919 158,919
Cash and short-term investments 41,254 41,254 10,649 10,649
Surplus notes 185,000 168,687 60,000 61,861
Mortgage derivative investments 1,544 1,544 183,395 171,834
Derivative financial instruments 112,908 111,835 63,820 56,197
Separate account assets 1,949,306 1,949,306 1,587,611 1,587,611
LIABILITIES
Annuity products 1,826,688 1,600,476 1,668,366 1,317,956
Borrowed money 50,000 50,000 76,000 76,000
Separate account liabilities 1,949,306 1,949,306 1,587,611 1,587,611
</TABLE>
The following methods and assumptions were used by the Company in estimating
fair values:
BONDS: Estimated fair values of conventional mortgage-backed securities not
actively traded in a liquid market and publicly traded securities are estimated
using a third-party pricing process. This pricing process uses a matrix
18
<PAGE>
calculation assuming a spread over U.S. Treasury bonds based upon the expected
average lives of the securities. Fair values of private placement bonds are
estimated using a matrix that assumes a spread (based on interest rates and a
risk assessment of the bonds) over U.S. Treasury bonds.
COMMON STOCKS OF UNAFFILIATED COMPANIES: Estimated fair values are based upon
the latest quoted market prices, where available. For securities not actively
traded, estimated fair values are based upon values of issues of comparable
yield and quality or conversion value where applicable.
MORTGAGE LOANS ON REAL ESTATE: Fair values are estimated by discounting expected
cash flows, using interest rates currently being offered for similar loans.
POLICY LOANS: Carrying values approximate the estimated fair value for policy
loans.
CASH AND SHORT-TERM INVESTMENTS: Carrying values reported in the Company's
balance sheets approximate estimated fair value for these instruments due to
their short-term nature.
SURPLUS NOTES: Estimated fair value of the surplus notes issued by Golden
American Life Insurance Company ("Golden American") to the Company was based
upon discounted future cash flows using a discount rate approximating the
current market value.
MORTGAGE DERIVATIVE INVESTMENTS: Estimated fair values of the Mortgage
Derivative investments are the average of quotes, if more than one quote is
available, obtained from third-parties.
DERIVATIVE FINANCIAL INSTRUMENTS: Estimated fair values are the average of
quotes, if more than one quote is available, obtained from related and unrelated
counterparties.
SEPARATE ACCOUNT ASSETS: Separate account assets are reported at the quoted fair
values of the individual securities in the separate account.
ANNUITY PRODUCTS: Estimated fair values of the Company's liabilities for future
policy benefits for annuity products, including supplemental contracts without
life contingencies are based upon discounted cash flow calculations. Cash flows
of future policy benefits are discounted using the market yield rate of the
assets supporting these liabilities.
BORROWED MONEY: Carrying value reported in the Company's balance sheet
approximates estimated fair value for these instruments, which are callable upon
demand.
SEPARATE ACCOUNT LIABILITIES: Separate account liabilities are reported at full
account values in the Company's balance sheet. Estimated fair values of the
separate account liabilities are equal to their carrying amount.
6. INCOME TAXES
Prior to October 25, 1997, the Company and its subsidiaries filed a consolidated
federal income tax return with Equitable. After October 24, 1997, the Company
began filing a consolidated federal income tax return with its wholly owned life
insurance subsidiaries. Under the Internal Revenue code, newly acquired
insurance companies must file a separate return for five years. Under these
arrangements, each company reports current income tax expense as allocated under
the consolidated tax allocation agreement. Taxes receivable under this agreement
were $23,326,000 and $4,493,000 at December 31, 1999 and 1998, respectively.
Generally, this allocation results in profitable companies recognizing a tax
19
<PAGE>
provision as if the individual company filed a separate return and loss
companies recognizing benefits to the extent their losses contribute to reduce
consolidated taxes.
The Company has established deferred income taxes on its tax-basis deferred
policy acquisition costs resulting in a decrease in income tax expense of
$71,000, $2,228,000, and $365,000 for the years ended December 31, 1999, 1998,
and 1997, respectively. The corresponding deferred tax asset has been
non-admitted and, as a result, capital and surplus has not been impacted by this
accounting treatment. At December 31, 1999, 1998, and 1997, this is the only
item to which deferred income tax accounting has been applied.
The Company is taxed at usual corporate rates on taxable income based on
existing laws that may result in a provision for federal income taxes that does
not have the customary relationship of taxes to income. These differences are
principally related to differences in the handling of policy reserves, deferred
acquisition costs, writedowns of investments prior to disposal, certain
compensation related accruals, equity invested income or losses, and the accrual
for market discounts for tax and financial reporting purposes.
The Internal Revenue Service ("IRS") has examined Equitable's consolidated
income tax returns through 1992. The 1993, 1994, and 1995 consolidated income
tax returns were not examined by the IRS. The 1996, 1997, 1998, and 1999
consolidated income tax returns remain open to examination. Management does not
believe any adjustments that have been raised by the IRS will be material to the
financial statements.
Prior to 1984, a portion of the Company's current income was not subject to
current income taxation, but was accumulated for tax purposes in a memorandum
account designated as "policyholders' surplus account." The aggregate
accumulation in this account at December 31, 1999 was $14,388,000. Should the
policyholders' surplus account of the Company exceed the limitation prescribed
by federal income tax law, or should distributions be made by the Company to the
Parent in excess of $461,000,000, such excess would be subject to federal income
taxes at rates then effective.
7. EMPLOYEE STOCK COMPENSATION AND RETIREMENT PLANS
Substantially all full-time employees of the Company and its subsidiaries are
covered by a non-contributory self-insured defined benefit pension plan. The
benefits are based on years of service and the employee's compensation during
the last five years of employment. The Company's funding policy with respect to
the plan is consistent with the funding requirements of federal law and
regulations. Further, the Parent sponsors a supplemental defined benefit plan to
provide benefits in excess of amounts allowed pursuant to Internal Revenue Code
Section 401(a)(17) and those allowed due to integration rules. The Company also
sponsors an unfunded deferred compensation plan providing benefits to certain
former employees.
As of the merger date, the Company's pension assets were revalued. This
revaluation resulted in a $14,006,000 adjustment to surplus.
In addition to benefits offered under the aforementioned defined benefit plan,
the Company sponsors plans that provide postretirement medical and group term
life insurance benefits to full-time employees and agents who have worked for
the Company for five years or had been hired, had attained age 50 and had a
combined age and years of service of 60 or more before January 1, 1992. The
medical plans are contributory, with retiree contributions adjusted annually,
and contain other cost-sharing features such as deductibles and coinsurance.
20
<PAGE>
The Company accounts for the cost of the retiree benefit plans on the accrual
method, whereby the Company has elected to amortize its transition obligation of
retirees and fully eligible or vested employees over 20 years. The Company has
chosen not to fund any amounts in excess of current benefits.
The following tables summarize the benefit obligations, fair value of plan
assets, and funded status for pension and other benefits over the two-year
period ended December 31, 1999:
PENSION BENEFITS
1999 1998
-----------------------------
(DOLLARS IN THOUSANDS)
Accumulated benefit obligation:
Vested $62,568 $65,374
Nonvested 1,447 2,115
-----------------------------
$64,015 $67,489
=============================
OTHER BENEFITS
1999 1998
-----------------------------
(DOLLARS IN THOUSANDS)
Accumulated postretirement
benefit obligation:
Retirees $5,342 $4,692
Fully eligible active plan participants 309 243
-----------------------------
$5,651 $4,935
=============================
<TABLE>
<CAPTION>
PENSION BENEFITS OTHER BENEFITS
-------------------------------------------------------------
1999 1998 1999 1998
-------------------------------------------------------------
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C> <C>
Change in projected benefit obligations:
Projected benefit obligations at
January 1 $73,777 $69,563 $4,935 $4,409
Service cost 2,302 1,888 186 63
Interest cost 5,324 5,033 393 366
Actuarial (gain) loss (5,533) (3,391) 735 457
Transfer from affiliate's plan - 4,876 - -
Special termination benefits 135 - - -
Benefit payments (4,250) (4,192) (598) (360)
-------------------------------------------------------------
Projected benefit obligations at
December 31 $71,755 $73,777 $5,651 $4,935
============================================================
Change in plan assets:
Fair value of plan assets at January 1 $148,491 $122,344 - -
Actual return on plan assets 15,832 23,361 - -
Employer contributions 135 138 $598 $360
Transfer from affiliate's plan - 6,840 - -
Benefit payments (4,250) (4,192) (598) (360)
------------------------------------------------------------
Fair value of plan assets at
December 31 $160,208 $148,491 - -
============================================================
</TABLE>
21
<PAGE>
During 1998, Equitable Investment Services, Inc., an affiliate, was dissolved
and its plan assets and projected benefit obligation were transferred to the
Company's plan.
<TABLE>
<CAPTION>
PENSION BENEFITS OTHER BENEFITS
-------------------------------------------------------------
1999 1998 1999 1998
-------------------------------------------------------------
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C> <C>
Funded status:
Funded status at December 31 $88,453 $74,714 $(5,651) $(4,935)
Unrecognized net actuarial (gain) loss (23,856) (16,400) 105 (211)
Unrecognized prior service cost - - (826) (912)
Unrecognized net transition obligation - - 3,950 4,253
-------------------------------------------------------------
Net amount recognized $64,597 $58,314 $(2,422) $(1,805)
=============================================================
Amounts recognized in the statement of
financial position consist of:
Prepaid benefit cost $72,091 $65,220 - -
Accrued benefit cost (7,494) (6,906) $(2,422) $(1,805)
-------------------------------------------------------------
Net amount recognized $64,597 $58,314 $(2,422) $(1,805)
=============================================================
</TABLE>
The prepaid pension cost asset of $72,091,000 and $65,220,000 at December 31,
1999 and 1998, respectively, is nonadmitted as prescribed by statutory
accounting practices.
The weighted average assumptions used in the measurement of the Company's
benefit obligation follows:
PENSION BENEFITS OTHER BENEFITS
--------------------------------------------
1999 1998 1999 1998
--------------------------------------------
Weighted-average assumptions:
Discount rate 8.00% 6.75% 8.00% 6.75%
Expected return on plan assets 9.25% 9.50% N/A N/A
Expected compensation increase 5.00% 4.00% 5.00% 4.00%
The weighted-average annual assumed rate of increase in the per capita cost of
health care benefits (i.e., health care cost trend rate) used in determining the
actuarial present value of the accumulated postretirement benefit obligation was
8.00% at December 31, 1999 and 9.75% at December 31, 1998 for employees under 65
and 8.00% at December 31, 1999 and 7.625% at December 31, 1998 for employees
over 65, with the rates for both groups to be graded down to 5.5% for 2007 and
thereafter.
The following table provides the net periodic benefit cost for the fiscal years
1999 and 1998:
PENSION BENEFITS OTHER BENEFITS
-----------------------------------------------
1999 1998 1999 1998
-----------------------------------------------
(DOLLARS IN THOUSANDS)
Service cost $2,302 $1,888 $101 $63
Interest cost 5,324 5,033 475 366
Expected return on assets (13,912) (11,444) - -
Amortization of:
Transition obligation - - - 304
Prior service cost - - - (87)
Actuarial (gain) loss 5 (1) 75 -
-----------------------------------------------
Net periodic benefit cost
(income) $(6,281) $(4,524) $651 $646
===============================================
22
<PAGE>
The assumed health care cost trend rate has a significant effect on the amounts
reported. A one-percentage-point change in the assumed health care cost trend
rate would have the following effects:
1% POINT INCREASE 1% POINT DECREASE
------------------------------------------
(DOLLARS IN THOUSANDS)
Effect on total service and interest
cost components $52 $41
Effect on postretirement benefit
obligation $643 $573
The projected benefit obligation, accumulated benefit obligation, and fair value
of plan assets for pension plans with accumulated benefit obligations in excess
of plan assets were $5,726,000, $3,689,000, and $0, respectively, as of December
31, 1999 and $3,929,000, $2,877,000, and $0, respectively, as of December 31,
1998.
Substantially all full-time employees of the Company also are eligible to
participate in a defined contribution pension plan that is qualified under
Internal Revenue Code Section 401(k). Employees may contribute a portion of
their annual salary, subject to limitation, to the plan. The Company contributes
an additional amount, subject to limitation, based on the voluntary contribution
of the employee. Company contributions charged to expense with respect to this
plan during the years ended December 31, 1999, 1998, and 1997 were $389,000,
$396,000, and $403,000, respectively.
The Company also sponsors an unfunded deferred compensation plan providing
benefits to certain former employees. The Company recognized benefits (costs) of
$(21,000), $(11,000), and $24,000 for the years ended December 31, 1999, 1998,
and 1997, respectively.
The Company also has non-contributory defined contribution pension plans tax
qualified and non-qualified for its agents. Contributions charged to expense
under these plans during the years ended December 31, 1999, 1998, and 1997 were
$854,000, $647,000, and $1,189,000, respectively.
During 1998, the Equitable Life Employee Pension Plan began investing in an
undivided interest of the ING-NA Master Trust ("the "Master Trust"). Boston Safe
Deposit and Trust Company holds the Master Trust's investment assets.
During 1997, ING approved the 1997 Phantom Plan for certain key employees. The
Phantom Plan is similar to a standard stock option plan; however, the phantom
share option entitles the holder to a cash benefit in Dutch Guilders linked to
the rise in value of ING ordinary shares on the Amsterdam Stock Exchange. The
plan participants are entitled to any appreciation in the value of ING ordinary
shares over the Phantom Plan option price (strike price).
Options are granted at fair value on the date of grant. Options in the Phantom
Plan are subject to forfeiture to ING should the individuals terminate their
relationship with ING before the three-year initial retention period has
elapsed. All options expire five years from the date of grant.
On October 1, 1999, ING issued 7,275 options to employees of the Company related
to this plan at a strike price of 53.85 Euros. On July 1, 1999, ING issued
70,846 options to employees of the Company related to this plan at a strike
price of 53.85 Euros. On May 26, 1998, ING issued 129,226 options, related to
this plan, at a strike price of 140.40 Dutch Guilders. As of December 31, 1999,
145,621 options remain outstanding. There was no compensation expense related to
this plan in 1999 or 1998.
23
<PAGE>
Prior to the merger, certain key employees of the Company participated in stock
incentive plans sponsored by Equitable which provided for the award of stock
options or shares of stock of Equitable through three means: qualified incentive
stock options (as defined in the Internal Revenue Code), non-qualified stock
options, and restricted shares. As the result of the merger with ING, these
plans became fully vested, were terminated and fully settled as of the date of
the merger. The Parent incurred all costs of the final settlement of such plans
as of the merger date.
The incentive stock options were granted from 1983 to October 24, 1997 with
option prices ranging from $3.50 to $55.38, which represented the market value
at the date of grant. Options became exercisable over the five year period
following the date of grant. Prior to the merger, 60,258 options were exercised
under this plan with option prices ranging from $5.31 to $36.75 during 1997.
The non-qualified stock options were compensatory and required the accrual of
compensation expense over the period of service from the date the options were
granted until they became fully exercisable if market values exceeded the option
price on the measurement date. No expense was recognized in 1997.
The restricted shares were subject to forfeiture to Equitable should the
individuals terminate their relationship with the Company for reasons other than
death, permanent disability or change in Company control prior to full vesting.
Shares granted to key employees generally vested over three to five years from
the date of grant. As a result of the merger, all unvested shares became vested
and were issued. Compensation expense recognized during the year ended December
31, 1997 aggregated $170,000. As a result of the merger, the Parent reimbursed
the Company for $2,436,000 for restricted stock previously expensed which vested
at October 24, 1997.
The Company also participated in a discretionary stock award plan under which
employees and agents were awarded shares of Equitable's stock for superior
performance. This plan was also terminated as of the date of the merger. During
the year ended December 31, 1997, awards of 700 shares of stock resulted in
charges to income of $41,200.
Prior to the merger, the Company sponsored a long-term incentive compensation
plan which allowed certain agents to earn units equal to shares of Equitable's
common stock, based on personal production and the maintenance of specific
levels of assets under management. Due to the merger, the plan was terminated
and the Company did not hold any shares related to this plan at December 31,
1997. This program resulted in expense of $3,014,000 during the year ended
December 31, 1997.
8. POLICY AND CONTRACT ATTRIBUTES
A portion of the Company's policy reserves and other policyholders' funds relate
to liabilities established on a variety of the Company's products that are not
subject to significant mortality or morbidity risk (i.e., annuities,
supplementary contracts, and separate account reserves); however, there may be
certain restrictions placed upon the amount of funds that can be withdrawn
without penalty.
24
<PAGE>
The reserves on these products, by withdrawal characteristics for annuities,
supplementary contracts, and separate account reserves are summarized as
follows:
<TABLE>
<CAPTION>
DECEMBER 31 1999 1998
- --------------------------------------------------------------------------------------------------------------
PERCENT PERCENT
AMOUNT OF TOTAL AMOUNT OF TOTAL
-------------------------------------------------------
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C> <C>
Subject to discretionary withdrawal with market
value adjustment $857,826 23% $760,716 23%
Subject to discretionary withdrawal at book value
less surrender charge (charges of 5%
or more) 369,070 10 337,632 10
Subject to discretionary withdrawal at market
value 1,880,329 49 1,510,434 46
Subject to discretionary withdrawal at book value
(charges of less than 5%) 552,287 15 544,360 16
Not subject to discretionary withdrawal provision 148,004 3 150,049 5
------------------------- --------------------------
3,807,516 100% 3,303,191 100%
========== ==========
Less reinsurance ceded 100,499 125,350
------------- ---------------
Total policy reserves on annuities and deposit
fund liabilities $3,707,017 $3,177,841
============= ===============
</TABLE>
Reserves on the Company's traditional life products are computed using mean
reserving methodologies. These methodologies result in the establishment of
assets for the amount of the net valuation premiums that are anticipated to be
received between the policy's paid-through date to the policy's next anniversary
date. At December 31, 1999 and 1998, these assets, which are reported as
premiums deferred and uncollected, and the amounts of the related gross premiums
and loading are as follows:
GROSS LOADING NET
----------------------------------------
(DOLLARS IN THOUSANDS)
DECEMBER 31, 1999
Ordinary direct first year business $200 $140 $60
Ordinary direct renewal business 9,703 1,056 8,647
Group life direct business 1 - 1
Reinsurance ceded (939) - (939)
----------------------------------------
$8,965 $1,196 $7,769
========================================
DECEMBER 31, 1998
Ordinary direct first year business $186 $119 $67
Ordinary direct renewal business 11,212 1,163 10,049
Group life direct business 1 - 1
Reinsurance ceded (766) - (766)
----------------------------------------
$10,633 $1,282 $9,351
========================================
At December 31, 1999 and 1998, the Company had insurance in force aggregating
$106,972,000 and $116,213,000, respectively, in which the gross premiums are
less than the net premiums required by the standard valuation standards
established by the Insurance Division, Department of Commerce, of the State of
Iowa. The Company established policy reserves of $1,177,000 and $1,279,000 to
cover these deficiencies at December 31, 1999 and 1998, respectively.
25
<PAGE>
In 1995, the NAIC adopted Actuarial Guideline XXXIII, which requires the Company
to increase annuity reserves in its statutory-basis financial statements by
approximately $2.5 million. The Company received approval from the Insurance
Division, Department of Commerce, of the State of Iowa to phase this increase in
over a three year period beginning in 1995. A direct charge to surplus of
$653,000 was made for the year ended December 31, 1997 related to the change in
reserve methodology.
9. SEPARATE ACCOUNT
The separate account held by the Company represents funds backing the Company's
defined benefit pension plan and its variable annuity product. The assets of
this account are carried at market value. Information regarding the separate
account of the Company as of and for the years ended December 31, 1999, 1998,
and 1997 is as follows:
<TABLE>
<CAPTION>
NONINDEXED NON-
GUARANTEE GUARANTEED
MORE THAN SEPARATE
4% ACCOUNT TOTAL
------------------------------------------------------
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C>
1999
- ---------------------------------------------------------------------------------------------------------
Premiums, considerations, or deposits for the
year ended December 31, 1999 - $128,375 $128,375
======================================================
Reserves at December 31, 1999:
For accounts with assets at
market value - $1,880,329 $1,880,329
======================================================
Reserves at December 31, 1999:
By withdrawal characteristics:
Subject to discretionary withdrawal
at market value - $1,880,329 $1,880,329
======================================================
1998
- ---------------------------------------------------------------------------------------------------------
Premiums, considerations, or deposits for the
year ended December 31, 1998 - $500,455 $500,455
======================================================
Reserves at December 31, 1998:
For accounts with assets at
market value $573 $1,509,861 $1,510,434
======================================================
Reserves at December 31, 1998:
By withdrawal characteristics:
Subject to discretionary withdrawal
at market value $573 $1,509,861 $1,510,434
======================================================
1997
- ---------------------------------------------------------------------------------------------------------
Premiums, considerations, or deposits for the
year ended December 31, 1997 - $618,924 $618,924
======================================================
Reserves at December 31, 1997:
For accounts with assets at
market value $129,184 $956,084 $1,085,268
======================================================
Reserves at December 31, 1997:
By withdrawal characteristics:
Subject to discretionary withdrawal
at market value $129,184 $956,084 $1,085,268
======================================================
</TABLE>
26
<PAGE>
A reconciliation of the amount transferred to and from the separate account is
presented below:
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31
1999 1998 1997
------------------------------------------------------
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C>
Transfers as reported in summary of
operations of the separate account
statement:
Transfers to separate account $128,811 $500,938 $619,052
Transfers from separate account 133,744 236,414 69,559
------------------------------------------------------
Net transfers to (from) separate account (4,933) 264,524 549,493
Reconciling adjustments:
Surrender and annual charges received by the
general account and other adjustments 567 556 (26)
------------------------------------------------------
Transfers as reported in the summary of
operations of the life, accident, and health
annual statement $(4,366) $265,080 $549,467
======================================================
</TABLE>
10. RELATED PARTY TRANSACTIONS
The Company purchases investment management services from an affiliate. Payments
for these services aggregated $6,928,000, $6,793,000, and $6,194,000 during the
years ended December 31, 1999, 1998, and 1997, respectively.
Golden American, an affiliate, provides certain advisory, computer, and other
resources and services to the Company. Expenses for these services incurred by
the Company totaled $6,107,000, $5,833,000, and $4,330,000 for the years ended
December 31, 1999, 1998, and 1997, respectively.
The Company purchases certain administrative services from Southland Life
Insurance Company, an affiliate. Expenses for these services incurred by the
Company were $8,284,000 for the year ended December 31, 1999.
The Company has a service agreement with Golden American and its subsidiary in
which the Company provides administrative and financial related services. For
the years ended December 31, 1999, 1998, and 1997, revenues of $1,251,000,
$1,058,000, and $29,000, respectively, were recorded, which reduced general
expenses.
The Company provides substantially all administrative services to USG. For the
years ended December 31, 1999, 1998, and 1997, revenues of $9,804,000,
$10,453,000, and $12,799,000, respectively, were recorded which reduced general
expenses.
The Company has a service agreement dated January 19, 1999 and effective
December 1, 1998 with Ameribest Life Insurance Company ("Ameribest") in which
the Company provides certain advisory, computer, and other resources. For the
year ended December 31, 1999, revenues of $1,004,000 were recorded which reduced
general expenses. For the year ended December 31, 1998, no fees were charged to
Ameribest.
The Company also provides administrative services to Locust Street Securities,
Inc., an affiliate. For the year ended December 31, 1999, revenues of $777,000
were recorded which reduced general expenses.
27
<PAGE>
The Company provides resources and services to ING Mutual Funds Management Co.,
LLC, an affiliate. Revenue for these services, which reduce general expenses
incurred by the Company, totaled $147,000 in 1999.
The Company entered into a service agreement on May 1, 1999 with United Life &
Annuity Insurance Company ("United Life"), an affiliate, in which the Company
provides certain advisory, computer, and other resources to the Company. During
1999, the Company recoreded $7,004,000 in revenue related to this agreement.
The Company guarantees all contractual policy claims of USG. Also, the Company
has a guaranty agreement with Golden American. In consideration of an annual
fee, payable June 30, the Company guarantees to Golden American that it will
make the funds available, if needed, to Golden American to pay the contractual
claims made under the provisions of Golden American's life insurance and annuity
contracts. The agreement is not, and nothing contained therein or done pursuant
thereto by the Company shall be deemed to constitute, a direct or indirect
guaranty by the Company of the payment of any debt or other obligation,
indebtedness or liability, of any kind or character whatsoever, of Golden
American. The agreement does not guarantee the value of the underlying assets
held in separate accounts in which funds of variable life insurance and variable
annuity policies have been invested. The calculation of the annual fee is based
on risk based capital. As Golden American's risk based capital level was above
required amounts, no annual fee was received in 1999, 1998, or 1997.
The Company maintained a line of credit agreement with Equitable to facilitate
the handling of unusual and/or unanticipated short-term cash requirements. Under
the agreement, which expired on December 31, 1997, the Company could borrow up
to $30,000,000. Interest on any outstanding borrowings was charged at the rate
of Equitable's monthly average aggregate cost of short-term funds plus 1.00%.
Under this agreement, the Company incurred interest expense on the note totaling
$4,000 for the year ended December 31, 1997.
On April 15, 1997, the Company issued a promissory note in the amount of
$50,000,000 to Equitable. Interest is charged at an annual rate of 8.75%. The
Company incurred interest of $4,375,000, $4,383,000, and $3,088,000 on this note
for the years ended December 31, 1999, 1998, and 1997, respectively. As a result
of the merger, the promissory note is payable to EIC.
The Company maintains a reciprocal loan agreement with ING America Insurance
Holdings, Inc. ("ING AIH"), a Delaware corporation and affiliate, to facilitate
the handling of unusual and/or unanticipated short-term cash requirements. Under
this agreement, which became effective January 1, 1998 and expires December 31,
2007, the Company and ING AIH can borrow up to $104,000,000, as amended on
October 12, 1998, from one another. Interest on any Company borrowings is
charged at the rate of ING AIH's cost of funds for the interest period plus
0.15%. Interest on any ING AIH borrowings is charged at a rate based on the
prevailing interest rate of U.S. commercial paper available for purchase with a
similar duration. The Company incurred interest expense of $483,000 and $616,000
and recognized interest income of $273,000 and $280,000 under this agreement for
the years ended December 31, 1999 and 1998, respectively. As of December 31,
1999, there were no funds payable to or receivable from ING AIH under this
agreement.
On December 30, 1999, Golden American issued a surplus note in the amount of
$50,000,000 to the Company. Interest on the note is charged at an annual rate of
8.179%. The note will mature on December 29, 2029. Any payment of principal
and/or interest is subject to the prior approval of the Delaware Insurance
Commissioner.
28
<PAGE>
On September 30, 1999, Golden American issued a surplus note in the amount of
$75,000,000 to ING AIH. The note is charged at an annual rate of 7.75%. The note
will mature on September 29, 2029. Any payment of principal and/or interest is
subject to the prior approval of the Delaware Insurance Commissioner. On
December 30, 1999, ING AIH assigned the note to the Company.
On December 30, 1998, Golden American issued a surplus note in the amount of
$60,000,000 to the Company. Interest on the note is charged at an annual rate of
7.25%. The note will mature on December 29, 2028. Any payment of principal
and/or interest made is subject to the prior approval of the Delaware Insurance
Commissioner. Under this agreement, the Company recorded revenue of $4,350,000
in 1999.
During 1999, the Company paid cash dividends of $76,100,000 to its Parent. The
portion of this dividend that exceeds $71,649,000 is considered extraordinary.
The Company received approval from the Iowa Department of Insurance on November
24, 1999 for the extraordinary portion of the dividend. During 1998, the Company
paid cash dividends of $106,000,000 to EIC. Included in this amount is a
$2,000,000 extraordinary cash dividend paid to EIC in December 1998. The Company
also received dividends from USG of $203,800,000 and $80,000,000 during 1999 and
1998, respectively.
11. REINSURANCE
Policy reserves, premiums, and expenses are stated net of amounts related to
reinsurance agreements. Annuity and life policy reserves have been reduced by
$107,278,000 at December 31, 1999 and $132,588,000 at December 31, 1998 for
reinsurance ceded to other companies, including USG (see below). To the extent
reinsuring companies are later unable to meet obligations under reinsurance
agreements, the Company would be liable. Annuity and life premiums have likewise
been reduced by $5,622,000, $6,368,000, and $6,287,000 and insurance benefits
have been reduced by $18,010,000, $9,454,000, and $7,985,000 in 1999, 1998, and
1997, respectively, for the cession agreements.
Reinsurance coverages for life insurance vary according to the age of the
insured and risk classification with retention limits ranging up to $500,000 of
coverage per individual life. At December 31, 1999, life insurance in force
ceded amounted to $1,039,807,000 or approximately 11.80% of total life insurance
in force. At December 31, 1998, life insurance in force ceded amounted to
$1,173,561,000 or 12.49% of total life insurance in force.
In addition, the Company cedes certain annuity policies to its wholly owned
subsidiary, USG, under an agreement that pays the Company a commission of 5.0%
of premiums ceded. Under this reinsurance agreement, the Company cedes renewal
premiums on deferred annuity policies issued prior to January 1, 1994, and
immediate annuity policies issued prior to January 1, 1996. During 1999, the
Company did not have any ceded net premiums to USG. During the years ended
December 31, 1998 and 1997, the Company ceded net premiums to USG of $23,000 and
$529,000 resulting in commissions of $200 and $10,000, respectively. Reserves
ceded under this agreement aggregated $100,499,000 and $125,350,000 at December
31, 1999 and 1998, respectively.
Effective January 1, 1997, the Company entered into a coinsurance agreement with
USG. Under this agreement, the Company assumes all of USG's Choice Index Annuity
policies and pays USG an allowance equal to commissions paid plus a fee of 0.1%
of premiums. During 1998, the Company also began assuming USG's Advantage Index
Annuity policies. At December 31, 1999, the Company had assumed premiums and
reserves of $139,642,000 and $432,939,000, respectively. At December 31, 1998,
29
<PAGE>
the Company had assumed premiums and reserves of $86,910,000 and $257,904,000,
respectively. For the years ended December 31, 1999 and 1998, the Company
incurred $12,248,000 and $5,960,000 of commissions plus fees, respectively.
There was no other reinsurance assumed.
A wholly owned subsidiary of USG, USGL Service Corporation, serviced policies
ceded by the Company under the above reinsurance agreement. Under this
agreement, USGL Service Corporation received from the ceding company a
commission and expense allowance of 4.9% of premiums received by the Company.
The Company paid $9,000 and $12,000 during the years ended December 31, 1998 and
1997, respectively. Effective December 22, 1998, USG dissolved USGL Service
Corporation.
12. COMMITMENTS AND CONTINGENCIES
GUARANTY FUND ASSESSMENTS
Assessments are levied on the Company by life and health guaranty associations
in most states in which the Company is licensed to cover losses of policyholders
of insolvent or rehabilitated insurers. In some states, these assessments can be
partially recovered through a reduction in future premium taxes. Additionally,
many states allow companies to establish admitted assets when paid and amortize
such assets over periods of time dictated by the individual states at the time
of payment. The Company accrues for such assessments only when notice of such
assessment is received from a state guaranty fund; accordingly, no amounts have
been provided for in the accompanying financial statements for estimated future
assessments. However, such assessments may be material in the future.
LEASES AND OTHER COMMITMENTS
The Company leases its home office space and certain other equipment under
operating leases which expire through 2017. During the years ended December 31,
1999, 1998, and 1997, rent expense totaled $7,514,000, $5,945,000, and
$4,138,000, respectively. At December 31, 1999, minimum rental payments due
under all non-cancelable operating leases are : 2000 - $6,321,000; 2001 -
$4,241,000; 2002 - $3,757,000; 2003 - $3,450,000; 2004 - $3,254,000; and
thereafter - $33,305,000.
At December 31, 1999, outstanding commitments to fund private placements and
commercial mortgage loans totaled $24,840,000 and $19,358,000, respectively.
LITIGATION
USG, a wholly owned subsidiary of the Company, is a defendant in a potential
class action complaint filed in the state circuit court of Kentucky in August
1997. The suit claims unspecified damages and injunctive relief based entirely
upon the plaintiff's interpretation of a single clause in the contract summary,
which reads, "After the first policy year the current interest rate may be
increased or decreased to reflect market conditions." On August 23, 1999, the
court entered its ruling granting USG's renewed motion to dismiss and dismissing
the plaintiff's complaint with prejudice. The plaintiffs filed their notice of
appeal on or about December 8, 1999. The appeal is currently pending before the
Court of Appeals for the Commonwealth of Kentucky.
USG, a wholly owned subsidiary of the Company, is a defendant in a potential
class action complaint filed in the United States District Court for the Eastern
District of Texas in July 1999. The suit claims unspecified damages and
injunctive relief based upon the plaintiff's interpretation of the statement
"After the first policy year the current interest rate may be increased or
decreased to reflect market conditions," found in some of USG's fixed annuity
contract summaries and other alleged practices of USG in crediting interest on
30
<PAGE>
its fixed annuities. The Company believes the allegations are without merit. The
suit is in the early procedural stage. The Company intends to defend the suit
vigorously, including vigorously contesting its class action status. The amount
of any liability, which may arise as a result of this suit, if any, cannot be
reasonably estimated and no provision for loss has been made. In 1999, EIC
incurred legal costs related to this matter of $66,000.
USG, a wholly owned subsidiary of the Company, is a defendant in a potential
class action complaint filed in the United States District Court, Southern
District of Florida (Miami) in February 2000. The suit claims unspecified
damages and injunctive relief based upon the plaintiff's allegation that the
class members purchased annuities offered for sale by USG with interest benefits
that did not reflect the higher interest rates USG offered and provided to other
purchasers of substantially the same annuities. The Company believes the
allegations are without merit. The Company intends to defend the suit
vigorously, including contesting its class action status. The amount of any
liability, which may arise as a result of this suit, if any, cannot be
reasonably estimated and no provision for loss has been made.
Equitable and certain of its affiliates (collectively "Equitable Life") have
settled a class action lawsuit filed in the United States District Court for the
Middle District of Florida, Tampa Division, and in the Superior Court of the
State of Arizona in and for Pima County. This class action claimed unspecified
damages as a result of alleged improper insurance sales practices. Equitable
Life is in the process of administering the settlement of this class action
lawsuit. The amount of the settlement is not precisely identified. Approximately
$2,800,000, $12,300,000, and $1,600,000 of incremental costs were incurred in
1999, 1998, and 1997, respectively, related to this matter. The Company has not
established a reserve for the settlement and expects to incur additional
incremental costs of approximately $3,800,000 in 2000.
In the ordinary course of business, the Company and its subsidiaries are also
engaged in certain other litigation, none of which management believes is
material.
VULNERABILITY FROM CONCENTRATIONS
The Company has various concentrations in its investment portfolio (see Note 3
for further information). The Company's asset growth, net investment income, and
cash flow are primarily generated from the sale of individual fixed annuity
policies, variable products and associated future policy benefits and separate
account liabilities. Substantial changes in tax laws that would make these
products less attractive to consumers, extreme fluctuations in interest rates or
stock market returns which may result in higher lapse experience than assumed,
could cause a severe impact to the Company's financial condition. The Company
has purchased interest rate caps and swaptions for its hedging program (see Note
4) to mitigate the financial statement impact of significant increases in
interest rates.
IMPACT OF YEAR 2000
In prior years, the Company discussed the nature and progress of plans to become
Year 2000 ready. In late 1999, the Company completed remediation and testing of
systems. As a result of those planning and implementation efforts, the Company
experienced no significant disruptions in mission critical information
technology and non-information technology systems and believe those systems
successfully responded to the Year 2000 date change. The Company is not aware of
any material problems resulting from Year 2000 issues, either with products,
internal systems, or the products and services of third parties. The Company
expensed approximately $3,075,000 during 1999 in connection with remediating its
systems. During 2000, the Company expects to follow-up on documentation, records
retention, and storage at an estimated cost of $190,000 that will be charged to
31
<PAGE>
expense as incurred. The Company will continue to monitor mission critical
computer applications and those of suppliers and vendors throughout the Year
2000 to ensure that any latent Year 2000 matters that may arise are addressed
promptly.
13. REVOLVING NOTE PAYABLE
To enhance short-term liquidity, the Company has established a revolving note
payable effective July 27, 1998 and originally expiring July 31, 1999 with
SunTrust Bank, Atlanta (the "Bank"). As of July 31, 1999, the Bank's revolving
note facility was extended to July 31, 2000. The total amount the Company may
have outstanding is $100,000,000. The note accrues interest at an annual rate
equal to: (1) the cost of funds for the Bank for the period applicable for the
advance plus 0.25% or (2) a rate quoted by the Bank to the Company for the
advance. The terms of the agreement require the Company to maintain a minimum
level of Company Action Level Risk Based Capital as established by applicable
state law or regulation. Under this agreement, the Company incurred interest
expense of $34,000 and $10,000 during 1999 and 1998, respectively. At December
31, 1999, there were no funds payable to the Bank under this agreement.
14. CONDENSED FINANCIAL INFORMATION OF SUBSIDIARIES
Summarized financial information - statutory-basis of USG is summarized as
follows:
<TABLE>
<CAPTION>
DECEMBER 31
1999 1998
----------------------------------
(DOLLARS IN THOUSANDS)
<S> <C> <C>
ADMITTED ASSETS
Cash and investments $6,926,457 $7,150,745
Investment income due and accrued 91,398 92,132
Other assets 17,760 18,628
----------------------------------
Total admitted assets $7,035,615 $7,261,505
==================================
LIABILITIES AND CAPITAL AND SURPLUS
Liabilities:
Annuity and life policy reserves $6,214,345 $6,336,448
Other policy liabilities 252,122 243,304
Interest maintenance reserve 52,354 62,764
Borrowed money 3,000 -
Other liabilities 94,227 77,415
Asset valuation reserve 82,422 87,339
----------------------------------
Total liabilities 6,698,470 6,807,270
Capital and surplus 337,145 454,235
----------------------------------
Total liabilities and capital and surplus $7,035,615 $7,261,505
==================================
</TABLE>
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31
1999 1998 1997
-----------------------------------------------------
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C>
Premiums, policy proceeds, and other
considerations $847,040 $748,237 $1,142,107
Investment income, less investment expenses 545,487 561,106 550,805
Other income 41,289 35,577 37,185
Benefits (1,225,456) (1,158,327) (1,504,198)
Insurance expenses (63,251) (61,835) (102,275)
Federal income taxes (46,968) (45,924) (43,341)
-----------------------------------------------------
Gain from operations before net realized capital
gains (losses) 98,141 78,834 80,283
Net realized capital gains (losses) 5,946 (2,629) 484
-----------------------------------------------------
Net income $104,087 $76,205 $80,767
=====================================================
</TABLE>
32
<PAGE>
The Company also owns 100% of the outstanding stock of Equitable American. At
December 31, 1999, 1998, and 1997, the Company's investment in Equitable
American aggregated $165,362,000, $156,913,000, and $149,086,000, respectively.
Operations of Equitable American are considered immaterial to the Company's
financial statements.
Effective December 22, 1998, the Company dissolved Equitable Companies. The
Company received cash, a bank repurchase agreement, and miscellaneous
receivables in relation to the dissolution. At December 31, 1997, the Company's
investment in Equitable Companies aggregated $2,073,000. Operations of Equitable
Companies were considered immaterial to the Company's financial statements.
33
<PAGE>
Report of Independent Auditors on Schedules
The Board of Directors and Stockholder
Equitable Life Insurance Company of Iowa
We have audited the statutory-basis balance sheets of Equitable Life Insurance
Company of Iowa as of December 31, 1999 and 1998, and the related
statutory-basis statements of operations, changes in capital and surplus, and
cash flows for each of the three years in the period ended December 31, 1999,
and have issued our report thereon dated February 4, 2000. Our audits also
included the accompanying statutory-basis financial statement schedules listed
in Item 24A of this Form N-4. 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.
Des Moines, Iowa
February 4, 2000
34
<PAGE>
<TABLE>
<CAPTION>
Equitable Life Insurance Company of Iowa - Statutory-Basis
Schedule I - Summary of Investments -
Other Than Investments in Related Parties
(DOLLARS IN THOUSANDS)
BALANCE
SHEET
DECEMBER 31, 1999 COST(1) VALUE AMOUNT
- -----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
TYPE OF INVESTMENT
Fixed maturities:
Bonds:
United States government and agencies $34,264 $33,920 $34,264
Public utilities 189,307 178,579 189,307
All other corporate bonds 1,759,305 1,696,765 1,759,305
----------------------------------------------------
Total fixed maturities 1,982,876 1,909,264 1,982,876
Equity securities:
Common stocks:
Affiliates 402,355 502,507 502,507
Industrial, miscellaneous, and all other 11,686 8,990 8,990
----------------------------------------------------
Total equity securities 414,041 511,497 511,497
Mortgage loans on real estate 640,930 640,930
Real estate 1,757 1,757
Policy loans 144,554 144,554
Cash and short-term investments 41,254 41,254
Derivative financial instruments 76,264 112,908
Funds in transit 354 354
Other invested assets 198,905 198,905
----------------- -----------------
Total cash and investments $3,500,935 $3,635,035
================= =================
<FN>
Note: Cost is defined as amortized cost for bonds and short-term investments
adjusted for amortization of premiums and accrual of discounts.
</FN>
</TABLE>
35
<PAGE>
<TABLE>
<CAPTION>
Equitable Life Insurance Company of Iowa - Statutory-Basis
Schedule II - Supplemental Insurance Information
(DOLLARS IN THOUSANDS)
FUTURE
POLICY AMORTIZA-
BENEFITS, OTHER BENEFITS TION OF
LOSSES, POLICY CLAIMS, DEFERRED
DEFERRED CLAIMS CLAIMS LOSSES POLICY
POLICY AND UNEARNED AND NET AND ACQUI- OTHER
ACQUISITION LOSS REVENUE BENEFITS PREMIUMS INVESTMENT SETTLEMENT SITION OPERATING PREMIUMS
SEGMENT COSTS EXPENSES RESERVE PAYABLE REVENUE INCOME EXPENSES COSTS EXPENSES WRITTEN
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
YEAR ENDED
DECEMBER 31,
1999:
Life insurance - $2,974,247 - $6,582 $513,996 $348,417 $668,080 - $120,762 -
YEAR ENDED
DECEMBER 31,
1998:
Life insurance - $2,763,819 - $9,258 $805,093 $314,053 $651,963 - $396,554 -
YEAR ENDED
DECEMBER 31,
1997:
Life insurance - $2,637,144 - $8,949 $1,182,783 $282,745 $681,645 - $685,456 -
</TABLE>
36
<PAGE>
<TABLE>
<CAPTION>
Equitable Life Insurance Company of Iowa - Statutory-Basis
Schedule IV - Reinsurance
(DOLLARS IN THOUSANDS)
PERCENTAGE
CEDED TO ASSUMED OF AMOUNT
GROSS OTHER FROM OTHER NET ASSUMED
AMOUNT COMPANIES COMPANIES AMOUNT TO NET
- --------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Year ended December 31, 1999:
Life insurance in force $8,809,115 $1,039,807 - $7,769,308 -
Insurance premiums and charges $381,068 $6,704 $139,632 $513,996 27.17%
Year ended December 31, 1998:
Life insurance in force $9,392,738 $1,173,560 - $8,219,178 -
Insurance premiums and charges $725,093 $7,040 $87,040 $805,093 10.81%
Year ended December 31, 1997:
Life insurance in force $9,808,737 $1,282,369 - $8,526,368 -
Insurance premiums and charges $1,053,793 $6,995 $135,985 $1,182,783 11.50%
</TABLE>
37
<PAGE>
<PAGE>
FINANCIAL STATEMENTS
EQUITABLE LIFE INSURANCE COMPANY OF IOWA
SEPARATE ACCOUNT A
YEAR ENDED DECEMBER 31, 1999
WITH REPORT OF INDEPENDENT AUDITORS
<PAGE>
EQUITABLE LIFE INSURANCE COMPANY OF IOWA
SEPARATE ACCOUNT A
FINANCIAL STATEMENTS
YEAR ENDED DECEMBER 31, 1999
TABLE OF CONTENTS
Report of Independent Auditors............................................1
Audited Financial Statements
Statement of Net Assets...................................................2
Statements of Operations..................................................3
Statements of Changes in Net Assets.......................................7
Notes to Financial Statements............................................15
<PAGE>
Report of Independent Auditors
The Board of Directors and Participants
Equitable Life Insurance Company of Iowa
We have audited the accompanying statement of net assets of Equitable Life
Insurance Company of Iowa Separate Account A (comprised of the Fully Managed,
Rising Dividends, Small Cap, Equity Income, Hard Assets, Real Estate,
All-Growth, Capital Appreciation, Value Equity, Strategic Equity, Growth
Opportunities, Developing World, Mid-Cap Growth, Research, Total Return, Capital
Growth, Growth, Global Fixed Income, Limited Maturity Bond, Liquid Asset, Money
Market, Mortgage-Backed Securities, Advantage, PIMCO High Yield Bond, PIMCO
StocksPLUS Growth and Income, International Equity, Smith Barney Large Cap
Value, Smith Barney International Equity, Smith Barney High Income, Smith Barney
Money Market, Appreciation, Select High Growth, Select Growth, Select Balanced,
Select Conservative, and Select Income Accounts) as of December 31, 1999, and
the related statements of operations and changes in net assets for the periods
disclosed in the financial statements. These financial statements are the
responsibility of the Account's management. Our responsibility is to express an
opinion on these financial statements based on our audits.
We conducted our audits in accordance with auditing standards generally accepted
in the United States. Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. Our
procedures included confirmation of securities owned as of December 31, 1999, by
correspondence with the mutual funds' transfer agents. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Equitable Life Insurance
Company of Iowa Separate Account A at December 31, 1999, and the results of its
operations and changes in its net assets for the periods described above in
conformity with accounting principles generally accepted in the United States.
Des Moines, Iowa
February 25, 2000
1
<PAGE>
<TABLE>
<CAPTION>
EQUITABLE LIFE INSURANCE COMPANY OF IOWA
SEPARATE ACCOUNT A
STATEMENT OF NET ASSETS
DECEMBER 31, 1999
(DOLLARS IN THOUSANDS)
COMBINED
--------------
<S> <C>
ASSETS
Investments at net asset value:
The GCG Trust:
Fully Managed Series, 1,098,808 shares (cost - $17,617)........................................ $16,537
Rising Dividends Series, 3,087,888 shares (cost - $68,239)..................................... 76,703
Small Cap Series, 1,604,660 shares (cost - $27,160)............................................ 37,613
Equity Income Series, 244,719 shares (cost - $3,157)........................................... 2,751
Hard Assets Series, 81,030 shares (cost - $935)................................................ 955
Real Estate Series, 61,102 shares (cost - $848)................................................ 741
All-Growth Series, 61,910 shares (cost - $1,140)............................................... 1,557
Capital Appreciation Series, 178,748 shares (cost - $3,454).................................... 3,579
Value Equity Series, 97,367 shares (cost - $1,593)............................................. 1,512
Strategic Equity Series, 285,483 shares (cost - $4,729)........................................ 5,696
Growth Opportunities Series, 21,854 shares (cost - $238)....................................... 243
Developing World Series, 416,506 shares (cost - $3,964)........................................ 4,815
Mid-Cap Growth Series, 7,990,931 shares (cost - $152,663)...................................... 236,452
Research Series, 14,890,249 shares (cost - $274,608)........................................... 369,426
Total Return Series, 13,607,442 shares (cost - $200,280)....................................... 214,998
Capital Growth Series, 7,161,440 shares (cost - $105,940)...................................... 132,629
Growth Series, 7,093,925 shares (cost - $116,768).............................................. 195,012
Global Fixed Income Series, 899,713 shares (cost - $9,969)..................................... 9,051
Limited Maturity Bond Series, 3,572,016 shares (cost - $38,406)................................ 37,221
Liquid Asset Series, 53,181,055 shares (cost - $53,181)........................................ 53,181
PIMCO Variable Insurance Trust:
PIMCO High Yield Bond Portfolio, 479,084 shares (cost - $4,511)................................ 4,398
PIMCO StocksPLUS Growth and Income Portfolio, 601,269 shares (cost - $8,061)................... 8,154
Warburg Pincus Trust:
International Equity Portfolio 3,483,315 shares (cost - $40,613)............................... 58,172
Travelers Series Fund, Inc.:
Smith Barney Large Cap Value Portfolio, 5,347,433 shares (cost - $99,831)...................... 104,328
Smith Barney International Equity Portfolio, 1,940,441 shares (cost - $26,159)................. 44,572
Smith Barney High Income Portfolio, 1,743,152 shares (cost - $22,550).......................... 21,057
Smith Barney Money Market Portfolio, 17,405,677 shares (cost - $17,406)........................ 17,406
Greenwich Street Series Fund Inc.:
Appreciation Portfolio, 3,939,586 shares (cost - $78,083)...................................... 92,147
Smith Barney Concert Allocation Series Inc.:
Select High Growth Portfolio, 3,086,980 shares (cost - $36,106)................................ 48,465
Select Growth Portfolio, 5,007,356 shares (cost - $58,410)..................................... 71,104
Select Balanced Portfolio, 4,736,660 shares (cost - $54,366)................................... 58,498
Select Conservative Portfolio, 1,231,919 shares (cost - $14,140)............................... 14,426
Select Income Portfolio, 524,935 shares (cost - $6,003)........................................ 5,911
--------------
TOTAL NET ASSETS (cost - $1,551,128)................................................................ $1,949,310
==============
See accompanying notes.
2
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
EQUITABLE LIFE INSURANCE COMPANY OF IOWA
SEPARATE ACCOUNT A
STATEMENTS OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 1999
(DOLLARS IN THOUSANDS)
Fully Rising Small Equity Hard
Managed Dividends Cap Income Assets
Account Account Account Account Account
--------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
NET INVESTMENT INCOME (LOSS)
Income:
Dividends ........................................ $659 $388 $736 $134 $4
Capital gains distributions ...................... 577 1,599 332 148 --
--------------------------------------------------------------
TOTAL INVESTMENT INCOME ............................ 1,236 1,987 1,068 282 4
Expenses:
Mortality and expense risk charges ............... 231 1,028 362 28 13
Annual contract charges .......................... 13 52 20 1 --
Transfer charges ................................. -- -- 1 -- --
--------------------------------------------------------------
TOTAL EXPENSES ..................................... 244 1,080 383 29 13
--------------------------------------------------------------
NET INVESTMENT INCOME (LOSS) ....................... 992 907 685 253 (9)
REALIZED AND UNREALIZED GAIN (LOSS) ON
INVESTMENTS
Net realized gain (loss) on investments ............ (74) 2,404 3,671 (37) 7
Net unrealized appreciation (depreciation)
of investments ................................... (139) 6,276 7,324 (350) 82
--------------------------------------------------------------
NET INCREASE (DECREASE) IN NET ASSETS
RESULTING FROM OPERATIONS .......................... $779 $9,587 $11,680 $(134) $80
==============================================================
</TABLE>
<TABLE>
<CAPTION>
Real All- Capital Value Strategic
Estate Growth Appreciation Equity Equity
Account Account Account Account Account
--------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
NET INVESTMENT INCOME (LOSS)
Income:
Dividends ........................................ $31 $233 $61 $15 $6
Capital gains distributions ...................... 20 61 323 29 15
--------------------------------------------------------------
TOTAL INVESTMENT INCOME ............................ 51 294 384 44 21
Expenses:
Mortality and expense risk charges ............... 8 13 34 13 17
Annual contract charges .......................... -- 1 2 -- 1
Transfer charges ................................. -- -- -- -- 1
--------------------------------------------------------------
TOTAL EXPENSES ..................................... 8 14 36 13 19
--------------------------------------------------------------
NET INVESTMENT INCOME (LOSS) ....................... 43 280 348 31 2
REALIZED AND UNREALIZED GAIN (LOSS) ON
INVESTMENTS
Net realized gain (loss) on investments ............ (18) 201 80 (43) 181
Net unrealized appreciation (depreciation)
of investments ................................... (71) 325 137 (84) 966
--------------------------------------------------------------
NET INCREASE (DECREASE) IN NET ASSETS
RESULTING FROM OPERATIONS .......................... $(46) $806 $565 $(96) $1,149
==============================================================
See accompanying notes.
3
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
EQUITABLE LIFE INSURANCE COMPANY OF IOWA
SEPARATE ACCOUNT A
STATEMENTS OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 1999
(CONTINUED)
(DOLLARS IN THOUSANDS)
Growth Devel- Mid-
Opport- oping Cap Total
unities World Growth Research Return
Account Account Account Account Account
-----------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
NET INVESTMENT INCOME (LOSS)
Income:
Dividends ............................................ $6 $129 $18,619 $4,370 $6,108
Capital gains distributions .......................... 5 -- 1,047 1,581 849
-----------------------------------------------------------------
TOTAL INVESTMENT INCOME ............................... 11 129 19,666 5,951 6,957
Expenses:
Mortality and expense risk charges ................... 5 32 2,180 4,611 3,172
Annual contract charges .............................. -- 1 129 265 171
Transfer charges ..................................... -- -- 5 -- --
-----------------------------------------------------------------
TOTAL EXPENSES ......................................... 5 33 2,314 4,876 3,343
-----------------------------------------------------------------
NET INVESTMENT INCOME (LOSS) ........................... 6 96 17,352 1,075 3,614
REALIZED AND UNREALIZED GAIN (LOSS) ON
INVESTMENTS
Net realized gain (loss) on investments ................ 37 83 17,767 13,896 6,060
Net unrealized appreciation (depreciation)
of investments ....................................... 2 927 65,909 53,593 (5,566)
-----------------------------------------------------------------
NET INCREASE (DECREASE) IN NET ASSETS
RESULTING FROM OPERATIONS ............................. $45 $1,106 $101,028 $68,564 $4,108
================================================================
</TABLE>
<TABLE>
<CAPTION>
Global Limited
Capital Fixed Maturity Liquid
Growth Growth Income Bond Asset
Account Account Account Account Account
----------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
NET INVESTMENT INCOME (LOSS)
Income:
Dividends ............................................ $6,999 $2,099 $132 $1,323 $2,099
Capital gains distributions .......................... 211 184 -- -- --
----------------------------------------------------------------
TOTAL INVESTMENT INCOME ............................... 7,210 2,283 132 1,323 2,099
Expenses:
Mortality and expense risk charges ................... 1,676 1,694 143 576 634
Annual contract charges .............................. 97 86 7 25 33
Transfer charges ..................................... -- 3 -- -- 18
----------------------------------------------------------------
TOTAL EXPENSES ......................................... 1,773 1,783 150 601 685
----------------------------------------------------------------
NET INVESTMENT INCOME (LOSS) ........................... 5,437 500 (18) 722 1,414
REALIZED AND UNREALIZED GAIN (LOSS) ON
INVESTMENTS
Net realized gain (loss) on investments ................ 5,738 9,156 (41) (22) --
Net unrealized appreciation (depreciation)
of investments ....................................... 14,767 67,811 (1,065) (858) --
----------------------------------------------------------------
NET INCREASE (DECREASE) IN NET ASSETS
RESULTING FROM OPERATIONS ............................. $25,942 $77,467 $(1,124) $(158) $1,414
================================================================
See accompanying notes.
4
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
EQUITABLE LIFE INSURANCE COMPANY OF IOWA
SEPARATE ACCOUNT A
STATEMENTS OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 1999
(CONTINUED)
(DOLLARS IN THOUSANDS)
PIMCO PIMCO Smith Smith
High StocksPLUS Inter- Barney Barney
Yield Growth and national Large International
Bond Income Equity Cap Value Equity
Account Account Account Account Account
------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
NET INVESTMENT INCOME (LOSS)
Income:
Dividends ........................................... $304 $576 $513 -- $100
Capital gains distributions ......................... -- 251 -- $4,235 --
------------------------------------------------------------------
TOTAL INVESTMENT INCOME .............................. 304 827 513 4,235 100
Expenses:
Mortality and expense risk charges .................. 52 130 618 1,639 441
Annual contract charges ............................. 2 4 35 87 24
Transfer charges .................................... -- 1 6 -- --
------------------------------------------------------------------
TOTAL EXPENSES ........................................ 54 135 659 1,726 465
------------------------------------------------------------------
NET INVESTMENT INCOME (LOSS) .......................... 250 692 (146) 2,509 (365)
REALIZED AND UNREALIZED GAIN (LOSS) ON
INVESTMENTS
Net realized gain (loss) on investments ............... (94) 1,197 (262) 5,712 1,104
Net unrealized appreciation (depreciation)
of investments ...................................... (132) (587) 20,551 (9,618) 16,955
------------------------------------------------------------------
NET INCREASE (DECREASE) IN NET ASSETS
RESULTING FROM OPERATIONS ............................ $24 $1,302 $20,143 $(1,397) $17,694
=================================================================
</TABLE>
<TABLE>
<CAPTION>
Smith Smith
Barney Barney Select
High Money Appre- High Select
Income Market ciation Growth Growth
Account Account Account Account Account
------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
NET INVESTMENT INCOME (LOSS)
Income:
Dividends ........................................... $1,707 $548 -- $211 $676
Capital gains distributions ......................... -- -- $1,983 654 1,476
------------------------------------------------------------------
TOTAL INVESTMENT INCOME .............................. 1,707 548 1,983 865 2,152
Expenses:
Mortality and expense risk charges .................. 336 164 1,217 606 952
Annual contract charges ............................. 16 13 66 42 59
Transfer charges .................................... -- -- -- -- --
------------------------------------------------------------------
TOTAL EXPENSES ........................................ 352 177 1,283 648 1,011
------------------------------------------------------------------
NET INVESTMENT INCOME (LOSS) .......................... 1,355 371 700 217 1,141
REALIZED AND UNREALIZED GAIN (LOSS) ON
INVESTMENTS
Net realized gain (loss) on investments ............... 136 -- 1,592 1,109 1,598
Net unrealized appreciation (depreciation)
of investments ...................................... (1,278) -- 6,988 8,680 7,039
------------------------------------------------------------------
NET INCREASE (DECREASE) IN NET ASSETS
RESULTING FROM OPERATIONS ............................ $213 $371 $9,280 $10,006 $9,778
==================================================================
See accompanying notes.
5
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
EQUITABLE LIFE INSURANCE COMPANY OF IOWA
SEPARATE ACCOUNT A
STATEMENTS OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 1999
(CONTINUED)
(DOLLARS IN THOUSANDS)
Select Select Select
Balanced Conservative Income
Account Account Account Combined
------------------------------------------------------------------------
<S> <C> <C> <C> <C>
NET INVESTMENT INCOME (LOSS)
Income:
Dividends .................................... $1,063 $349 $185 $50,383
Capital gains distributions .................. 1,915 250 54 17,799
------------------------------------------------------------------------
TOTAL INVESTMENT INCOME ....................... 2,978 599 239 68,182
Expenses:
Mortality and expense risk charges ........... 856 219 97 23,797
Annual contract charges ...................... 42 9 4 1,307
Transfer charges ............................. -- -- -- 35
------------------------------------------------------------------------
TOTAL EXPENSES ................................. 898 228 101 25,139
------------------------------------------------------------------------
NET INVESTMENT INCOME (LOSS) ................... 2,080 371 138 43,043
REALIZED AND UNREALIZED GAIN (LOSS) ON
INVESTMENTS
Net realized gain (loss) on investments ........ 1,331 276 33 72,778
Net unrealized appreciation (depreciation)
of investments ............................... 814 (184) (216) 258,998
------------------------------------------------------------------------
NET INCREASE (DECREASE) IN NET ASSETS
RESULTING FROM OPERATIONS ..................... $4,225 $463 $(45) $374,819
========================================================================
See accompanying notes.
6
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
EQUITABLE LIFE INSURANCE COMPANY OF IOWA
SEPARATE ACCOUNT A
STATEMENTS OF CHANGES IN NET ASSETS
FOR THE YEARS ENDED DECEMBER 31, 1999 AND 1998, EXCEPT AS NOTED
(DOLLARS IN THOUSANDS)
Fully Rising Equity Hard
Managed Dividends Small Cap Income Assets
Account Account Account Account(f) Account(e)
---------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
NET ASSETS AT JANUARY 1, 1998 ........................... $8,456 $31,374 $11,401 -- --
INCREASE (DECREASE) IN NET ASSETS
Operations:
Net investment income (loss) ........................ 1,149 1,715 (216) $92 $29
Net realized gain (loss) on investments ............. 112 2,850 670 (4) (3)
Net unrealized appreciation (depreciation)
of investments .................................... (822) 586 2,477 (56) (62)
---------------------------------------------------------------------
Net increase (decrease) in net assets
resulting from operations ......................... 439 5,151 2,931 32 (36)
Changes from principal transactions:
Purchase payments ................................... 3,805 12,608 3,110 139 7
Contract distributions and terminations ............. (793) (2,631) (902) (12) --
Transfer payments from (to) other Accounts
and Fixed Account ................................. 4,108 19,883 3,598 799 370
---------------------------------------------------------------------
Increase (decrease) in net assets derived
from principal transactions ........................ 7,120 29,860 5,806 926 377
---------------------------------------------------------------------
Total increase (decrease) .............................. 7,559 35,011 8,737 958 341
---------------------------------------------------------------------
NET ASSETS AT DECEMBER 31, 1998 ......................... 16,015 66,385 20,138 958 341
INCREASE (DECREASE) IN NET ASSETS
Operations:
Net investment income (loss) ........................ 992 907 685 253 (9)
Net realized gain (loss) on investments ............. (74) 2,404 3,671 (37) 7
Net unrealized appreciation (depreciation)
of investments ..................................... (139) 6,276 7,324 (350) 82
---------------------------------------------------------------------
Net increase (decrease) in net assets
resulting from operations ......................... 779 9,587 11,680 (134) 80
Changes from principal transactions:
Purchase payments ................................... 1,577 7,021 2,443 458 34
Contract distributions and terminations ............. (1,214) (4,337) (1,588) (119) (38)
Transfer payments from (to) other Accounts
and Fixed Account ................................. (620) (1,953) 4,940 1,588 538
---------------------------------------------------------------------
Increase (decrease) in net assets derived
from principal transactions ....................... (257) 731 5,795 1,927 534
---------------------------------------------------------------------
Total increase (decrease) .............................. 522 10,318 17,475 1,793 614
---------------------------------------------------------------------
NET ASSETS AT DECEMBER 31, 1999 ......................... $16,537 $76,703 $37,613 $2,751 $955
=====================================================================
<FN>
(a) Commencement of operations, June 8, 1998.
(b) Commencement of operations, June 9, 1998.
(c) Commencement of operations, June 16, 1998.
(d) Commencement of operations, June 19, 1998.
(e) Commencement of operations, June 23, 1998.
(f) Commencement of operations, June 24, 1998.
(g) Commencement of operations, July 2, 1998.
(h) Commencement of operations, August 14, 1998.
</FN>
See accompanying notes
7
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
EQUITABLE LIFE INSURANCE COMPANY OF IOWA
SEPARATE ACCOUNT A
STATEMENTS OF CHANGES IN NET ASSETS
FOR THE YEARS ENDED DECEMBER 31, 1999 AND 1998, EXCEPT AS NOTED
(CONTINUED)
(DOLLARS IN THOUSANDS)
Real All- Capital Value Strategic
Estate Growth Appreciation Equity Equity
Account(g) Account(d) Account(c) Account(c) Account(c)
--------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
NET ASSETS AT JANUARY 1, 1998 ........................... -- -- -- -- --
INCREASE (DECREASE) IN NET ASSETS
Operations:
Net investment income (loss) ........................ $33 -- $140 $4 $10
Net realized gain (loss) on investments ............. (15) $(93) (9) -- (6)
Net unrealized appreciation (depreciation)
of investments .................................... (36) 92 (12) 3 1
--------------------------------------------------------------------
Net increase (decrease) in net assets
resulting from operations ......................... (18) (1) 119 7 5
Changes from principal transactions:
Purchase payments ................................... 89 19 120 18 27
Contract distributions and terminations ............. -- (2) (10) -- (2)
Transfer payments from (to) other Accounts
and Fixed Account ................................. 181 376 1,445 222 143
--------------------------------------------------------------------
Increase (decrease) in net assets derived
from principal transactions ........................ 270 393 1,555 240 168
--------------------------------------------------------------------
Total increase (decrease) .............................. 252 392 1,674 247 173
--------------------------------------------------------------------
NET ASSETS AT DECEMBER 31, 1998 ......................... 252 392 1,674 247 173
INCREASE (DECREASE) IN NET ASSETS
Operations:
Net investment income (loss) ........................ 43 280 348 31 2
Net realized gain (loss) on investments ............. (18) 201 80 (43) 181
Net unrealized appreciation (depreciation)
of investments .................................... (71) 325 137 (84) 966
--------------------------------------------------------------------
Net increase (decrease) in net assets
resulting from operations ......................... (46) 806 565 (96) 1,149
Changes from principal transactions:
Purchase payments ................................... 126 105 736 162 346
Contract distributions and terminations ............. (19) (60) (408) (100) (72)
Transfer payments from (to) other Accounts
and Fixed Account ................................. 428 314 1,012 1,299 4,100
--------------------------------------------------------------------
Increase (decrease) in net assets derived
from principal transactions ....................... 535 359 1,340 1,361 4,374
--------------------------------------------------------------------
Total increase (decrease) .............................. 489 1,165 1,905 1,265 5,523
--------------------------------------------------------------------
NET ASSETS AT DECEMBER 31, 1999 ......................... $741 $1,557 $3,579 $1,512 $5,696
====================================================================
<FN>
(a) Commencement of operations, June 8, 1998.
(b) Commencement of operations, June 9, 1998.
(c) Commencement of operations, June 16, 1998.
(d) Commencement of operations, June 19, 1998.
(e) Commencement of operations, June 23, 1998.
(f) Commencement of operations, June 24, 1998.
(g) Commencement of operations, July 2, 1998.
(h) Commencement of operations, August 14, 1998.
</FN>
See accompanying notes.
8
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
EQUITABLE LIFE INSURANCE COMPANY OF IOWA
SEPARATE ACCOUNT A
STATEMENTS OF CHANGES IN NET ASSETS
FOR THE YEARS ENDED DECEMBER 31, 1999 AND 1998, EXCEPT AS NOTED
(CONTINUED)
(DOLLARS IN THOUSANDS)
Growth Deve- Mid-
Oppor- loping Cap Total
tunities World Growth Research Return
Account(a) Account(a) Account Account Account
----------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
NET ASSETS AT JANUARY 1, 1998 ........................... -- -- $89,357 $204,520 $148,852
INCREASE (DECREASE) IN NET ASSETS
Operations:
Net investment income (loss) ........................ $(13) $(5) 6,072 17,766 13,009
Net realized gain (loss) on investments ............. (121) (58) 2,477 10,709 1,329
Net unrealized appreciation (depreciation)
of investments .................................... 3 (76) 11,890 21,352 3,006
----------------------------------------------------------------------
Net increase (decrease) in net assets
resulting from operations ......................... (131) (139) 20,439 49,827 17,344
Changes from principal transactions:
Purchase payments ................................... 23 22 21,460 53,892 41,331
Contract distributions and terminations ............. (18) (9) (6,410) (15,480) (10,918)
Transfer payments from (to) other Accounts
and Fixed Account ................................. 199 722 8,010 32,016 24,799
----------------------------------------------------------------------
Increase (decrease) in net assets derived
from principal transactions ........................ 204 735 23,060 70,428 55,212
----------------------------------------------------------------------
Total increase (decrease) .............................. 73 596 43,499 120,255 72,556
----------------------------------------------------------------------
NET ASSETS AT DECEMBER 31, 1998 ......................... 73 596 132,856 324,775 221,408
INCREASE (DECREASE) IN NET ASSETS
Operations:
Net investment income (loss) ........................ 6 96 17,352 1,075 3,614
Net realized gain (loss) on investments ............. 37 83 17,767 13,896 6,060
Net unrealized appreciation (depreciation)
of investments .................................... 2 927 65,909 53,593 (5,566)
----------------------------------------------------------------------
Net increase (decrease) in net assets
resulting from operations ......................... 45 1,106 101,028 68,564 4,108
Changes from principal transactions:
Purchase payments ................................... 89 106 7,914 14,614 12,379
Contract distributions and terminations ............. (7) (133) (10,673) (21,297) (15,570)
Transfer payments from (to) other Accounts
and Fixed Account ................................. 43 3,140 5,327 (17,230) (7,327)
----------------------------------------------------------------------
Increase (decrease) in net assets derived
from principal transactions ....................... 125 3,113 2,568 (23,913) (10,518)
---------------------------------------------------------------------
Total increase (decrease) .............................. 170 4,219 103,596 44,651 (6,410)
---------------------------------------------------------------------
NET ASSETS AT DECEMBER 31, 1999 ......................... $243 $4,815 $236,452 $369,426 $214,998
======================================================================
<FN>
(a) Commencement of operations, June 8, 1998.
(b) Commencement of operations, June 9, 1998.
(c) Commencement of operations, June 16, 1998.
(d) Commencement of operations, June 19, 1998.
(e) Commencement of operations, June 23, 1998.
(f) Commencement of operations, June 24, 1998.
(g) Commencement of operations, July 2, 1998.
(h) Commencement of operations, August 14, 1998.
</FN>
See accompanying notes
9
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
EQUITABLE LIFE INSURANCE COMPANY OF IOWA
SEPARATE ACCOUNT A
STATEMENTS OF CHANGES IN NET ASSETS
FOR THE YEARS ENDED DECEMBER 31, 1999 AND 1998, EXCEPT AS NOTED
(CONTINUED)
(DOLLARS IN THOUSANDS)
Global Limited
Capital Fixed Maturity Liquid
Growth Growth Income Bond Asset
Account Account Account Account(h) Account(h)
----------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
NET ASSETS AT JANUARY 1, 1998 ........................... $87,809 $56,373 $11,905 -- --
INCREASE (DECREASE) IN NET ASSETS
Operations:
Net investment income (loss) ........................ 2,265 3,858 294 $1,085 $547
Net realized gain (loss) on investments ............. 2,020 2,697 (123) 144 --
Net unrealized appreciation (depreciation)
of investments .................................... 5,110 9,110 967 (327) --
----------------------------------------------------------------------
Net increase (decrease) in net assets
resulting from operations ......................... 9,395 15,665 1,138 902 547
Changes from principal transactions:
Purchase payments ................................... 14,922 11,209 1,025 2,329 25,410
Contract distributions and terminations ............. (5,781) (3,821) (938) (868) (3,992)
Transfer payments from (to) other Accounts
and Fixed Account ................................. 10,446 6,551 (739) 41,705 11,533
----------------------------------------------------------------------
Increase (decrease) in net assets derived
from principal transactions ........................ 19,587 13,939 (652) 43,166 32,951
----------------------------------------------------------------------
Total increase (decrease) .............................. 28,982 29,604 486 44,068 33,498
----------------------------------------------------------------------
NET ASSETS AT DECEMBER 31, 1998 ......................... 116,791 85,977 12,391 44,068 33,498
INCREASE (DECREASE) IN NET ASSETS
Operations:
Net investment income (loss) ........................ 5,437 500 (18) 722 1,414
Net realized gain (loss) on investments ............. 5,738 9,156 (41) (22) --
Net unrealized appreciation (depreciation)
of investments .................................... 14,767 67,811 (1,065) (858) --
----------------------------------------------------------------------
Net increase (decrease) in net assets
resulting from operations ......................... 25,942 77,467 (1,124) (158) 1,414
Changes from principal transactions:
Purchase payments ................................... 7,256 9,250 518 2,859 44,902
Contract distributions and terminations ............. (8,144) (7,239) (869) (2,742) (21,224)
Transfer payments from (to) other Accounts
and Fixed Account ................................. (9,216) 29,557 (1,865) (6,806) (5,409)
----------------------------------------------------------------------
Increase (decrease) in net assets derived
from principal transactions ....................... (10,104) 31,568 (2,216) (6,689) 18,269
----------------------------------------------------------------------
Total increase (decrease) .............................. 15,838 109,035 (3,340) (6,847) 19,683
----------------------------------------------------------------------
NET ASSETS AT DECEMBER 31, 1999 ......................... $132,629 $195,012 $9,051 $37,221 $53,181
======================================================================
<FN>
(a) Commencement of operations, June 8, 1998.
(b) Commencement of operations, June 9, 1998.
(c) Commencement of operations, June 16, 1998.
(d) Commencement of operations, June 19, 1998.
(e) Commencement of operations, June 23, 1998.
(f) Commencement of operations, June 24, 1998.
(g) Commencement of operations, July 2, 1998.
(h) Commencement of operations, August 14, 1998.
</FN>
See accompanying notes.
10
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
EQUITABLE LIFE INSURANCE COMPANY OF IOWA
SEPARATE ACCOUNT A
STATEMENTS OF CHANGES IN NET ASSETS
FOR THE YEARS ENDED DECEMBER 31, 1999 AND 1998, EXCEPT AS NOTED
(CONTINUED)
(DOLLARS IN THOUSANDS)
PIMCO
Mortgage PIMCO StocksPLUS
Money -Backed High Growth and
Market Securities Advantage Yield Bond Income
Account Account Account Account(b) Account(a)
----------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
NET ASSETS AT JANUARY 1, 1998 ........................... $35,584 $17,673 $17,828 -- --
INCREASE (DECREASE) IN NET ASSETS
Operations:
Net investment income (loss) ........................ 836 881 703 $49 $109
Net realized gain (loss) on investments ............. -- (393) (504) (83) (275)
Net unrealized appreciation (depreciation)
of investments .................................... -- (57) 281 19 680
----------------------------------------------------------------------
Net increase (decrease) in net assets
resulting from operations ......................... 836 431 480 (15) 514
Changes from principal transactions:
Purchase payments ................................... 76,038 2,518 2,759 344 197
Contract distributions and terminations ............. (3,609) (1,175) (1,057) (79) (43)
Transfer payments from (to) other Accounts
and Fixed Account ................................. (108,849) (19,447) (20,010) 1,776 5,706
----------------------------------------------------------------------
Increase (decrease) in net assets derived
from principal transactions ........................ (36,420) (18,104) (18,308) 2,041 5,860
----------------------------------------------------------------------
Total increase (decrease) .............................. (35,584) (17,673) (17,828) 2,026 6,374
----------------------------------------------------------------------
NET ASSETS AT DECEMBER 31, 1998 ......................... -- -- -- 2,026 6,374
INCREASE (DECREASE) IN NET ASSETS
Operations:
Net investment income (loss) ........................ -- -- -- 250 692
Net realized gain (loss) on investments ............. -- -- -- (94) 1,197
Net unrealized appreciation (depreciation)
of investments .................................... -- -- -- (132) (587)
----------------------------------------------------------------------
Net increase (decrease) in net assets
resulting from operations ......................... -- -- -- 24 1,302
Changes from principal transactions:
Purchase payments ................................... -- -- -- 704 1,034
Contract distributions and terminations ............. -- -- -- (190) (535)
Transfer payments from (to) other Accounts
and Fixed Account ................................. -- -- -- 1,834 (21)
----------------------------------------------------------------------
Increase (decrease) in net assets derived
from principal transactions ....................... -- -- -- 2,348 478
----------------------------------------------------------------------
Total increase (decrease) .............................. -- -- -- 2,372 1,780
----------------------------------------------------------------------
NET ASSETS AT DECEMBER 31, 1999 ......................... -- -- -- $4,398 $8,154
======================================================================
<FN>
(a) Commencement of operations, June 8, 1998.
(b) Commencement of operations, June 9, 1998.
(c) Commencement of operations, June 16, 1998.
(d) Commencement of operations, June 19, 1998.
(e) Commencement of operations, June 23, 1998.
(f) Commencement of operations, June 24, 1998.
(g) Commencement of operations, July 2, 1998.
(h) Commencement of operations, August 14, 1998.
</FN>
See accompanying notes
11
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
EQUITABLE LIFE INSURANCE COMPANY OF IOWA
SEPARATE ACCOUNT A
STATEMENTS OF CHANGES IN NET ASSETS
FOR THE YEARS ENDED DECEMBER 31, 1999 AND 1998, EXCEPT AS NOTED
(CONTINUED)
(DOLLARS IN THOUSANDS)
Smith Smith Smith Smith
Inter- Barney Barney Barney Barney
national Large Cap International High Money
Equity Value Equity Income Market
Account Account Account Account Account
-----------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
NET ASSETS AT JANUARY 1, 1998 ........................... $38,713 $74,830 $23,573 $21,190 $12,539
INCREASE (DECREASE) IN NET ASSETS
Operations:
Net investment income (loss) ........................ (408) 2,561 (417) 1,408 475
Net realized gain (loss) on investments ............. (163) 1,156 311 262 --
Net unrealized appreciation (depreciation)
of investments .................................... 1,958 2,545 854 (2,115) --
----------------------------------------------------------------------
Net increase (decrease) in net assets
resulting from operations ......................... 1,387 6,262 748 (445) 475
Changes from principal transactions:
Purchase payments ................................... 4,921 31,229 5,760 6,314 89,101
Contract distributions and terminations ............. (2,836) (5,874) (1,469) (1,655) (1,272)
Transfer payments from (to) other Accounts
and Fixed Account ................................. 718 13,079 1,292 773 (92,088)
----------------------------------------------------------------------
Increase (decrease) in net assets derived
from principal transactions ........................ 2,803 38,434 5,583 5,432 (4,259)
----------------------------------------------------------------------
Total increase (decrease) .............................. 4,190 44,696 6,331 4,987 (3,784)
----------------------------------------------------------------------
NET ASSETS AT DECEMBER 31, 1998 ......................... 42,903 119,526 29,904 26,177 8,755
INCREASE (DECREASE) IN NET ASSETS
Operations:
Net investment income (loss) ........................ (146) 2,509 (365) 1,355 371
Net realized gain (loss) on investments ............. (262) 5,712 1,104 136 --
Net unrealized appreciation (depreciation)
of investments .................................... 20,551 (9,618) 16,955 (1,278) --
----------------------------------------------------------------------
Net increase (decrease) in net assets
resulting from operations ......................... 20,143 (1,397) 17,694 213 371
Changes from principal transactions:
Purchase payments ................................... 2,242 2,935 634 405 983
Contract distributions and terminations ............. (2,769) (8,219) (2,093) (1,687) (10,862)
Transfer payments from (to) other Accounts
and Fixed Account ................................. (4,347) (8,517) (1,567) (4,051) 18,159
----------------------------------------------------------------------
Increase (decrease) in net assets derived
from principal transactions ....................... (4,874) (13,801) (3,026) (5,333) 8,280
----------------------------------------------------------------------
Total increase (decrease) .............................. 15,269 (15,198) 14,668 (5,120) 8,651
----------------------------------------------------------------------
NET ASSETS AT DECEMBER 31, 1999 ......................... $58,172 $104,328 $44,572 $21,057 $17,406
======================================================================
<FN>
(a) Commencement of operations, June 8, 1998.
(b) Commencement of operations, June 9, 1998.
(c) Commencement of operations, June 16, 1998.
(d) Commencement of operations, June 19, 1998.
(e) Commencement of operations, June 23, 1998.
(f) Commencement of operations, June 24, 1998.
(g) Commencement of operations, July 2, 1998.
(h) Commencement of operations, August 14, 1998.
</FN>
See accompanying notes.
12
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
EQUITABLE LIFE INSURANCE COMPANY OF IOWA
SEPARATE ACCOUNT A
STATEMENTS OF CHANGES IN NET ASSETS
FOR THE YEARS ENDED DECEMBER 31, 1999 AND 1998, EXCEPT AS NOTED
(CONTINUED)
(DOLLARS IN THOUSANDS)
Select
High Select Select
Appreciation Growth Growth Balanced
Account Account Account Account
------------------------------------------------------------------
<S> <C> <C> <C> <C>
NET ASSETS AT JANUARY 1, 1998 ................ $30,521 $20,288 $30,577 $29,507
INCREASE (DECREASE) IN NET ASSETS
Operations:
Net investment income (loss) ............. 2,598 (269) (223) 147
Net realized gain (loss) on investments .. 174 178 176 222
Net unrealized appreciation (depreciation)
of investments ......................... 5,958 3,569 4,753 2,200
------------------------------------------------------------------
Net increase (decrease) in net assets
resulting from operations .............. 8,730 3,478 4,706 2,569
Changes from principal transactions:
Purchase payments ........................ 27,017 13,012 21,314 21,186
Contract distributions and terminations .. (2,431) (1,833) (2,023) (2,310)
Transfer payments from (to) other Accounts
and Fixed Account ...................... 16,280 6,371 11,381 10,313
------------------------------------------------------------------
Increase (decrease) in net assets derived
from principal transactions ............. 40,866 17,550 30,672 29,189
------------------------------------------------------------------
Total increase (decrease) ................... 49,596 21,028 35,378 31,758
------------------------------------------------------------------
NET ASSETS AT DECEMBER 31, 1998 .............. 80,117 41,316 65,955 61,265
INCREASE (DECREASE) IN NET ASSETS
Operations:
Net investment income (loss) ............. 700 217 1,141 2,080
Net realized gain (loss) on investments .. 1,592 1,109 1,598 1,331
Net unrealized appreciation (depreciation)
of investments ......................... 6,988 8,680 7,039 814
------------------------------------------------------------------
Net increase (decrease) in net assets
resulting from operations .............. 9,280 10,006 9,778 4,225
Changes from principal transactions:
Purchase payments ........................ 2,612 1,000 1,580 1,466
Contract distributions and terminations .. (5,374) (2,771) (3,792) (4,555)
Transfer payments from (to) other Accounts
and Fixed Account ...................... 5,512 (1,086) (2,417) (3,903)
------------------------------------------------------------------
Increase (decrease) in net assets derived
from principal transactions ............ 2,750 (2,857) (4,629) (6,992)
------------------------------------------------------------------
Total increase (decrease) ................... 12,030 7,149 5,149 (2,767)
------------------------------------------------------------------
NET ASSETS AT DECEMBER 31, 1999 .............. $92,147 $48,465 $71,104 $58,498
==================================================================
<FN>
(a) Commencement of operations, June 8, 1998.
(b) Commencement of operations, June 9, 1998.
(c) Commencement of operations, June 16, 1998.
(d) Commencement of operations, June 19, 1998.
(e) Commencement of operations, June 23, 1998.
(f) Commencement of operations, June 24, 1998.
(g) Commencement of operations, July 2, 1998.
(h) Commencement of operations, August 14, 1998.
</FN>
See accompanying notes
13
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
EQUITABLE LIFE INSURANCE COMPANY OF IOWA
SEPARATE ACCOUNT A
STATEMENTS OF CHANGES IN NET ASSETS
FOR THE YEARS ENDED DECEMBER 31, 1999 AND 1998, EXCEPT AS NOTED
(CONTINUED)
(DOLLARS IN THOUSANDS)
Select Select
Conservative Income
Account Account Combined
----------------------------------------------
<S> <C> <C> <C>
NET ASSETS AT JANUARY 1, 1998 ................ $7,430 $2,767 $1,013,067
INCREASE (DECREASE) IN NET ASSETS
Operations:
Net investment income (loss) ............. 74 28 56,386
Net realized gain (loss) on investments .. 107 118 23,862
Net unrealized appreciation (depreciation)
of investments ......................... 224 23 74,098
----------------------------------------------
Net increase (decrease) in net assets
resulting from operations .............. 405 169 154,346
Changes from principal transactions:
Purchase payments ........................ 5,520 2,142 500,937
Contract distributions and terminations .. (727) (300) (81,280)
Transfer payments from (to) other Accounts
and Fixed Account ...................... 3,699 2,609 (30)
----------------------------------------------
Increase (decrease) in net assets derived
from principal transactions ............. 8,492 4,451 419,627
----------------------------------------------
Total increase (decrease) ................... 8,897 4,620 573,973
----------------------------------------------
NET ASSETS AT DECEMBER 31, 1998 .............. 16,327 7,387 1,587,040
INCREASE (DECREASE) IN NET ASSETS
Operations:
Net investment income (loss) ............. 371 138 43,043
Net realized gain (loss) on investments .. 276 33 72,778
Net unrealized appreciation (depreciation)
of investments ......................... (184) (216) 258,998
----------------------------------------------
Net increase (decrease) in net assets
resulting from operations .............. 463 (45) 374,819
Changes from principal transactions:
Purchase payments ........................ 148 178 128,816
Contract distributions and terminations .. (1,438) (641) (140,779)
Transfer payments from (to) other Accounts
and Fixed Account ...................... (1,074) (968) (586)
----------------------------------------------
Increase (decrease) in net assets derived
from principal transactions ............ (2,364) (1,431) (12,549)
----------------------------------------------
Total increase (decrease) ................... (1,901) (1,476) 362,270
----------------------------------------------
NET ASSETS AT DECEMBER 31, 1999 .............. $14,426 $5,911 $1,949,310
==============================================
<FN>
(a) Commencement of operations, June 8, 1998.
(b) Commencement of operations, June 9, 1998.
(c) Commencement of operations, June 16, 1998.
(d) Commencement of operations, June 19, 1998.
(e) Commencement of operations, June 23, 1998.
(f) Commencement of operations, June 24, 1998.
(g) Commencement of operations, July 2, 1998.
(h) Commencement of operations, August 14, 1998.
</FN>
See accompanying notes.
14
</TABLE>
<PAGE>
EQUITABLE LIFE INSURANCE COMPANY OF IOWA
SEPARATE ACCOUNT A
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1999
NOTE 1 - ORGANIZATION
Equitable Life Insurance Company of Iowa Separate Account A (the "Separate
Account") was established by Equitable Life Insurance Company of Iowa
("Equitable Life" or the "Company") in accordance with the provisions of Iowa
Insurance laws to support the operations of variable annuity contracts
("Contracts"). The Company is 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 Separate Account is registered as a unit
investment trust with the Securities and Exchange Commission under the
Investment Company Act of 1940, as amended. The Company provides for variable
accumulation and benefits under the Contracts by crediting annuity
considerations to one or more divisions within the Separate Account or the
Equitable Life Fixed Interest Division, which is not part of the Account, as
directed by the Contractowners. The portion of the Separate Account's assets
applicable to Contracts will not be chargeable with liabilities arising out of
any other business the Company may conduct, but obligations of the Separate
Account, including the promise to make benefit payments, are obligations of the
Company. The assets and liabilities of the Separate Account are clearly
identified and distinguished from the other assets and liabilities of the
Company.
At December 31, 1999, the Separate Account had, under the Company's Equi-Select
Variable Annuity product, twenty-three investment divisions: Fully Managed,
Rising Dividends, Small Cap, Equity Income (formerly Multiple Allocation), Hard
Assets, Real Estate, All-Growth, Capital Appreciation, Value Equity, Strategic
Equity, Growth Opportunities, Developing World, Mid-Cap Growth, Research, Total
Return, Capital Growth (formerly Growth & Income), Growth (formerly Value +
Growth), Global Fixed Income, Limited Maturity Bond, Liquid Asset, PIMCO High
Yield Bond, PIMCO StocksPLUS Growth and Income, and International Equity. The
Separate Account also had, under the Company's PrimElite variable annuity
contracts, thirteen investment divisions: Smith Barney Large Cap Value, Smith
Barney International Equity, Smith Barney High Income, Smith Barney Money
Market, Appreciation, Select High Growth, Select Growth, Select Balanced, Select
Conservative, Select Income, Research, Mid-Cap Growth, and Total Return
(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 a "Portfolio") of mutual funds of The GCG Trust, PIMCO
Variable Insurance Trust, Warburg Pincus Trust, Travelers Series Fund, Inc.,
Greenwich Street Series Fund Inc., or Smith Barney Concert Allocation Series
Inc. (the "Trusts").
Prior to August 14, 1998, the Separate Account also had certain investment
divisions available from the Equi-Select Series Trust. In an effort to
consolidate operations, the Company 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:
Equi-Select Series Trust The GCG Trust
Investment Division Investment Division
- ----------------------------------- -------------------------------------------
International Fixed Income Global Fixed Income
OTC Mid-Cap Growth
Research Research
Total Return Total Return
Value + Growth Growth (formerly Value + Growth)
Growth & Income Capital Growth (formerly Growth & Income)
Money Market Liquid Asset
Advantage Limited Maturity Bond
Mortgage-Backed Securities Limited Maturity Bond
15
<PAGE>
NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES
The following is a summary of the significant accounting policies of the
Separate 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 Separate Account form a part of, and are
taxed with, the total operations of the Company which is taxed as a life
insurance company under the Internal Revenue Code. Earnings and realized capital
gains of the Separate Account attributable to the Contractowners are excluded in
the determination of the federal income tax liability of the Company.
NOTE 3 - CHARGES AND FEES
Under the terms of the Contracts, certain charges are allocated to the Contracts
to cover the Company's expenses in connection with the issuance and
administration of the Contracts. Following is a summary of these charges:
MORTALITY AND EXPENSE RISK AND ADMINISTRATIVE CHARGES: The Company is
compensated for mortality and expense risks and administrative costs by a charge
equivalent to an annual rate of 1.25% and 0.15%, respectively, of the total net
assets of each account.
ANNUAL CONTRACT CHARGES: An annual contract charge of $30 is deducted on each
Contract anniversary prior to the maturity date, upon full withdrawal of a
Contract's value or upon commencement of annuity payments if such withdrawal is
made or annuity payments commence on a date other than the Contract anniversary.
OTHER CHARGES: A transfer charge computed as the lesser of 2% of the Contract
value transferred or $25 will be imposed on each transfer between accounts in
excess of twelve in any one calendar year. A withdrawal charge may be imposed in
the event of withdrawal of any portion of the contract value or upon
annuitization. The withdrawal charge is 8% of the amount withdrawn prior to the
first anniversary of any purchase payment and reduces by 1% at each subsequent
purchase payment anniversary.
PREMIUM TAXES: Premium taxes are deductible, where applicable, from the purchase
payment or Contract value. The amount and timing of the deduction depend on the
annuitant's state of residence and currently ranges up to 3.5% of premiums.
16
<PAGE>
NOTE 4 - PURCHASES AND SALES OF INVESTMENT SECURITIES
The aggregate cost of purchases and proceeds from sales of investments follows:
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31
--------------------------------------------------------------------
1999 1998
-------------------------------- --------------------------------
PURCHASES SALES PURCHASES SALES
-------------------------------- --------------------------------
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C> <C>
The GCG Trust:
Fully Managed Series.............................. $4,445 $3,710 $9,624 $1,355
Rising Dividends Series........................... 15,685 14,047 51,527 19,952
Small Cap Series.................................. 19,454 12,974 8,246 2,656
Equity Income Series.............................. 4,299 2,119 1,182 164
Hard Assets Series................................ 1,968 1,443 425 19
Real Estate Series................................ 989 411 385 82
All-Growth Series................................. 1,863 1,224 781 388
Capital Appreciation Series....................... 3,174 1,486 2,002 307
Value Equity Series............................... 2,901 1,509 286 42
Strategic Equity Series........................... 7,806 3,430 309 131
Growth Opportunities Series....................... 1,187 1,056 2,664 2,473
Developing World Series........................... 5,121 1,912 946 216
Mid-Cap Growth Series............................. 71,212 51,292 44,788 15,656
Research Series................................... 27,919 50,757 127,660 39,466
Total Return Series............................... 15,329 22,233 72,857 4,635
Capital Growth Series............................. 16,789 21,456 30,641 8,788
Growth Series..................................... 56,250 24,182 29,385 11,589
Global Fixed Income Series........................ 1,073 3,307 5,424 5,781
Limited Maturity Bond Series...................... 6,501 12,468 51,261 7,010
Liquid Asset Series............................... 165,353 145,670 87,725 54,227
Equi-Select Series Trust:
Money Market Portfolio............................ -- -- 86,796 122,381
Mortgage-Backed Securities Portfolio.............. -- -- 8,562 25,785
Advantage Portfolio............................... -- -- 8,835 26,440
PIMCO Variable Insurance Trust:
PIMCO High Yield Bond Portfolio................... 5,433 2,835 3,596 1,506
PIMCO StocksPLUS Growth and Income Portfolio...... 19,186 18,016 12,759 6,790
Warburg Pincus Trust:
International Equity Portfolio.................... 20,266 25,286 17,162 14,768
Travelers Series Fund Inc.:
Smith Barney Large Cap Value Portfolio............ 6,045 17,337 44,353 3,358
Smith Barney International Equity Portfolio....... 1,366 4,757 6,693 1,528
Smith Barney High Income Portfolio................ 2,386 6,364 9,275 2,435
Smith Barney Money Market Portfolio............... 16,690 8,039 30,717 34,501
Greenwich Street Series Fund Inc.:
Appreciation Portfolio............................ 9,179 5,729 44,307 843
Smith Barney Concert Allocation Series Inc.:
Select High Growth Portfolio...................... 2,154 4,794 18,596 1,315
Select Growth Portfolio........................... 4,056 7,544 31,845 1,396
Select Balanced Portfolio......................... 4,571 9,483 30,984 1,648
Select Conservative Portfolio..................... 2,153 4,146 9,676 1,109
Select Income Portfolio........................... 1,559 2,852 6,263 1,784
--------------------------------------------------------------------
COMBINED............................................. $524,362 $493,868 $898,537 $422,524
====================================================================
17
</TABLE>
<PAGE>
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 Account.
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31
----------------------------------------------------------------
1999 1998
------------------------------ ------------------------------
PURCHASES SALES PURCHASES SALES
------------------------------ ------------------------------
<S> <C> <C> <C> <C>
Fully Managed Account................................. 155,124 171,183 415,506 65,524
Rising Dividends Account.............................. 592,790 559,800 2,298,686 924,156
Small Cap Account..................................... 1,078,799 741,108 618,642 193,209
Equity Income Account................................. 179,040 94,604 51,481 7,827
Hard Assets Account................................... 117,779 86,775 25,039 1,191
Real Estate Account................................... 42,633 18,268 15,745 4,199
All-Growth Account.................................... 92,212 68,822 60,683 35,292
Capital Appreciation Account.......................... 107,369 56,865 82,324 13,981
Value Equity Account.................................. 149,982 80,183 15,786 2,297
Strategic Equity Account.............................. 455,962 208,276 21,564 9,439
Growth Opportunities Account.......................... 111,727 98,033 270,682 263,087
Developing World Account.............................. 556,159 223,295 111,903 30,064
Mid-Cap Growth Account................................ 1,977,155 1,929,530 1,879,776 780,588
Research Account...................................... 995,538 2,008,481 5,268,372 1,920,639
Total Return Account.................................. 533,587 1,125,269 3,511,941 259,576
Capital Growth Account................................ 572,132 1,140,101 1,734,756 568,098
Growth Account........................................ 2,733,457 1,196,162 1,765,516 815,520
Global Fixed Income Account........................... 80,790 260,006 395,321 451,759
Limited Maturity Bond Account......................... 321,162 723,202 3,039,891 411,898
Liquid Asset Account.................................. 11,242,007 9,985,666 6,141,878 3,803,497
Money Market Account.................................. -- -- 7,569,194 10,747,917
Mortgage-Backed Securities Account.................... -- -- 611,798 2,038,976
Advantage Account..................................... -- -- 670,856 2,176,599
PIMCO High Yield Bond Account......................... 506,619 278,024 355,691 154,763
PIMCO StocksPLUS Growth and Income Account............ 1,581,437 1,534,128 1,297,234 723,512
International Equity Account.......................... 1,764,148 2,196,793 1,634,599 1,373,413
Smith Barney Large Cap Value Account.................. 103,664 817,754 2,168,737 168,260
Smith Barney International Equity Account............. 79,694 286,598 464,869 104,400
Smith Barney High Income Account...................... 53,152 447,473 550,700 168,562
Smith Barney Money Market Account..................... 1,402,757 690,421 2,711,312 3,083,869
Appreciation Account.................................. 449,092 296,267 2,735,366 47,380
Select High Growth Account............................ 110,707 329,633 1,597,345 111,607
Select Growth Account................................. 165,026 529,607 2,714,011 114,641
Select Balanced Account............................... 141,552 716,641 2,654,996 128,467
Select Conservative Account........................... 135,428 339,916 839,363 93,236
Select Income Account................................. 117,175 243,234 549,282 155,185
----------------------------------------------------------------
COMBINED.............................................. 28,705,855 29,482,118 56,850,845 31,952,628
================================================================
18
</TABLE>
<PAGE>
NOTE 6 - NET ASSETS
Investments at net asset value at December 31, 1999 consisted of the following:
<TABLE>
<CAPTION>
FULLY RISING SMALL EQUITY HARD REAL
MANAGED DIVIDENDS CAP INCOME ASSETS ESTATE
ACCOUNT ACCOUNT ACCOUNT ACCOUNT ACCOUNT ACCOUNT
-----------------------------------------------------------------------------------------------
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C> <C> <C> <C>
Unit transactions............... $14,857 $59,140 $22,172 $2,853 $911 $805
Accumulated net investment
income (loss) and net
realized gain (loss)
on investments................ 2,760 9,099 4,988 304 24 43
Net unrealized appreciation
(depreciation) of investments.. (1,080) 8,464 10,453 (406) 20 (107)
-----------------------------------------------------------------------------------------------
$16,537 $76,703 $37,613 $2,751 $955 $741
===============================================================================================
</TABLE>
<TABLE>
<CAPTION>
ALL- CAPITAL VALUE STRATEGIC GROWTH DEVELOPING
GROWTH APPRECIATION EQUITY EQUITY OPPORTUNITIES WORLD
ACCOUNT ACCOUNT ACCOUNT ACCOUNT ACCOUNT ACCOUNT
-----------------------------------------------------------------------------------------------
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C> <C> <C> <C>
Unit transactions............... $752 $2,895 $1,601 $4,542 $329 $3,848
Accumulated net investment
income (loss) and net
realized gain (loss)
on investments................. 388 559 (8) 187 (91) 116
Net unrealized appreciation
(depreciation) of investments.. 417 125 (81) 967 5 851
-----------------------------------------------------------------------------------------------
$1,557 $3,579 $1,512 $5,696 $243 $4,815
===============================================================================================
</TABLE>
<TABLE>
<CAPTION>
GLOBAL
MID-CAP TOTAL CAPITAL FIXED
GROWTH RESEARCH RETURN GROWTH GROWTH INCOME
ACCOUNT ACCOUNT ACCOUNT ACCOUNT ACCOUNT ACCOUNT
------------------------------------------------------------------------------------------------
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C> <C> <C> <C>
Unit transactions............... $100,481 $221,108 $170,816 $83,093 $99,956 $8,690
Accumulated net investment
income (loss) and net
realized gain (loss)
on investments................. 52,182 53,500 29,464 22,847 16,812 1,279
Net unrealized appreciation
(depreciation) of investments.. 83,789 94,818 14,718 26,689 78,244 (918)
------------------------------------------------------------------------------------------------
$236,452 $369,426 $214,998 $132,629 $195,012 $9,051
================================================================================================
</TABLE>
<TABLE>
<CAPTION>
PIMCO SMITH
LIMITED PIMCO STOCKSPLUS BARNEY
MATURITY LIQUID HIGH YIELD GROWTH AND INTERNATIONAL LARGE CAP
BOND ASSET BOND INCOME EQUITY VALUE
ACCOUNT ACCOUNT ACCOUNT ACCOUNT ACCOUNT ACCOUNT
------------------------------------------------------------------------------------------------
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C> <C> <C> <C>
Unit transactions............... $36,477 $51,220 $4,389 $6,338 $39,120 $88,013
Accumulated net investment
income (loss) and net
realized gain (loss)
on investments................. 1,929 1,961 122 1,723 1,493 11,818
Net unrealized appreciation
(depreciation) of investments.. (1,185) -- (113) 93 17,559 4,497
------------------------------------------------------------------------------------------------
$37,221 $53,181 $4,398 $8,154 $58,172 $104,328
================================================================================================
19
</TABLE>
<PAGE>
NOTE 6 - NET ASSETS (CONTINUED)
<TABLE>
<CAPTION>
SMITH SMITH SMITH
BARNEY BARNEY BARNEY SELECT
INTERNATIONAL HIGH MONEY HIGH SELECT
EQUITY INCOME MARKET APPRECIATION GROWTH GROWTH
ACCOUNT ACCOUNT ACCOUNT ACCOUNT ACCOUNT ACCOUNT
-------------------------------------------------------------------------------------------------
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C> <C> <C> <C>
Unit transactions............... $25,802 $19,063 $16,248 $70,920 $34,931 $55,857
Accumulated net investment
income (loss) and net
realized gain (loss)
on investments................. 357 3,487 1,158 7,163 1,175 2,553
Net unrealized appreciation
(depreciation) of investments.. 18,413 (1,493) -- 14,064 12,359 12,694
-------------------------------------------------------------------------------------------------
$44,572 $21,057 $17,406 $92,147 $48,465 $71,104
=================================================================================================
</TABLE>
<TABLE>
<CAPTION>
SELECT SELECT SELECT
BALANCED CONSERVATIVE INCOME
ACCOUNT ACCOUNT ACCOUNT COMBINED
-------------------------------------------------------------------
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C> <C>
Unit transactions............... $50,732 $13,324 $5,680 $1,316,963
Accumulated net investment
income (loss) and net
realized gain (loss)
on investments................. 3,634 816 323 234,165
Net unrealized appreciation
(depreciation) of investments.. 4,132 286 (92) 398,182
-------------------------------------------------------------------
$58,498 $14,426 $5,911 $1,949,310
===================================================================
20
</TABLE>
<PAGE>
NOTE 7 - UNIT VALUES
Accumulation unit value information for units outstanding as of December 31,
1999 follows:
<TABLE>
<CAPTION>
EXTENDED
ACCOUNT UNITS UNIT VALUE VALUE
- ------------------------------------------------------------------------------------------------------------
(IN THOUSANDS)
<S> <C> <C> <C>
Fully Managed................................... 763,935 $21.65 $16,537
Rising Dividends................................ 2,969,223 25.83 76,703
Small Cap....................................... 1,648,148 22.82 37,613
Equity Income................................... 128,090 21.47 2,751
Hard Assets..................................... 54,852 17.37 955
Real Estate..................................... 35,911 20.62 741
All-Growth...................................... 48,781 31.93 1,557
Capital Appreciation............................ 118,847 30.11 3,579
Value Equity.................................... 83,288 18.14 1,512
Strategic Equity................................ 259,811 21.92 5,696
Growth Opportunities............................ 21,289 11.44 243
Developing World................................ 414,703 11.61 4,815
Mid-Cap Growth.................................. 5,971,804 39.59 236,452
Research........................................ 13,175,523 28.04 369,426
Total Return.................................... 11,904,760 18.06 214,998
Capital Growth.................................. 6,297,934 21.06 132,629
Growth.......................................... 6,813,659 28.62 195,012
Global Fixed Income............................. 767,498 11.79 9,051
Limited Maturity Bond........................... 2,225,953 16.72 37,221
Liquid Asset.................................... 3,594,722 14.79 53,181
PIMCO High Yield Bond........................... 429,523 10.24 4,398
PIMCO StocksPLUS Growth and Income.............. 621,031 13.13 8,154
International Equity............................ 3,737,373 15.57 58,172
Smith Barney Large Cap Value.................... 5,498,197 18.98 104,328
Smith Barney International Equity............... 1,887,697 23.61 44,572
Smith Barney High Income........................ 1,532,714 13.74 21,057
Smith Barney Money Market....................... 1,482,594 11.74 17,406
Appreciation.................................... 5,018,540 18.36 92,147
Select High Growth.............................. 3,133,145 15.47 48,465
Select Growth................................... 5,002,402 14.21 71,104
Select Balanced................................. 4,619,781 12.66 58,498
Select Conservative............................. 1,212,873 11.89 14,426
Select Income................................... 518,879 11.39 5,911
---------------- -------------------
COMBINED........................................ 91,993,480 $1,949,310
================ ===================
21
</TABLE>
<PAGE>
<PAGE>
PART C
OTHER INFORMATION
ITEM 24. FINANCIAL STATEMENTS AND EXHIBITS
A. FINANCIAL STATEMENTS
The following audited financial statements of the Company prepared in
accordance with statutory accounting practices for the years ended
December 31, 1999, 1998 and 1997 (as well as the auditors' report thereon)
are included in Part B hereof:
Audited Financial Statements:
1. Report of Independent Auditors
2. Balance Sheets - Statutory Basis - as of December 31, 1999 and 1998.
3. Statements of Operations - Statutory Basis - for the years ended
December 31, 1999, 1998, and 1997.
4. Statements of Changes in Capital and Surplus - Statutory Basis - for
the years ended December 31, 1999, 1998, and 1997.
5. Statements of Cash Flows - Statutory Basis - for the years ended
December 31, 1999, 1998, and 1997.
6. Notes to Financial Statements.
Schedules to Financial Statements - December 31, 1999:
Schedule I - Summary of Investments - Other Than Investments in
Related Parties
Schedule III - Supplementary Insurance Information
Schedule IV - Reinsurance
All other schedules to the financial statements required by Article 7 of
Regulation S-X are omitted because they are not applicable or because the
information is included elsewhere in the consolidated financial statements or
notes thereto.
The following financial statements of the Separate Account are included in
Part B hereof:
Audited Financial Statements:
1. Statements of Net Assets December 31, 1999.
2. Statement of Operations for the year ended December 31, 1999.
3. Statements of Changes in Net Assets for the years ended
December 31, 1999 and 1998.
4. Notes to Financial Statements.
<PAGE>
<PAGE>
B. EXHIBITS
1. Resolution of Board of Directors of the Company authorizing the
establishment of the Separate Account.**
2. Not Applicable.
3. Principal Underwriter's Agreement dated October 1, 1994 between
Equitable Life Insurance Company of Iowa on behalf of the Registrant
and Equitable of Iowa Securities Network, Inc.**
4. Individual Flexible Purchase Payment Deferred Variable Annuity
Contract. *****
5. Application Form. *****
6. (i) Copy of Restated Articles of Incorporation of the Company.*
(ii) Copy of the Restated Bylaws of the Company.*
7. Not Applicable.
8. (i) Form of Fund Participation Agreement between the Company and
Smith Barney/Travelers Series Fund, Inc.*
(ii) Form of Fund Participation Agreement between the Company
and Warburg Pincus Trust.***
(iii)Fund Participation Agreement between the Company and
Smith Barney Concert Allocation Series Inc. *****
(iv) Fund Participation Agreement between the Company and PIMCO
Variable Insurance Trust. *****
(v) Participation Agreement between Golden American and
Prudential Series Fund, Inc.
(vi) Participation Agreement between Golden American and
ING Variable Insurance Trust
9. Opinion and Consent of Counsel.
10. Consent of Ernst & Young LLP, Independent Auditors.
11. Not Applicable.
12. (i) Agreement Governing Initial Contribution to Equi-Select Series
Trust by Equitable Life Insurance Company of Iowa dated
September 15, 1994.**
(ii) Agreement Governing Contribution of Working Capital to
Equi-Select Series Trust by Equitable Life Insurance Company of
Iowa dated October 4, 1994.**
(iii) Agreement Governing Initial Contribution to Equi-Select Series
Trust by Equitable Life Insurance Company of Iowa dated March
20, 1996.**
(iv) Agreement Governing Contribution of Working Capital to
Equi-Select Series Trust by Equitable Life Insurance Company of
Iowa dated April 1, 1996.**
13. Performance Calculation Information
(i) SEC Standard Total Return Calculations for Money Market
SubAccounts****
(ii) Nonstandard Total Return Calculations****
(iii) SEC Standard Total Return Calculations for Non Money Market
SubAccounts and Yield Calculations for Money Market
SubAccounts***
* Incorporated by reference to Registrant's Post-Effective Amendment No. 3 as
filed electronically on February 9, 1996.
**Incorporated by reference to Registrant's Post-Effective Amendment No. 4 as
filed electronically on March 29, 1996.
***Incorporated by reference to Registrant's Post-Effective Amendment No. 5 as
filed electronically on January 31, 1997.
****Incorporated by reference to Registrant's Post-Effective Amendment No. 7 as
filed electronically on May 6, 1997.
*****Incorporated by reference to Registrant's Post-Effective Amendment No. 10
as filed electronically on May 3, 1999.
<PAGE>
<PAGE>
ITEM 25. DIRECTORS AND OFFICERS OF THE DEPOSITOR
The following are the Executive Officers and Directors of the Company:
Name and Principal Position and Offices
Business Address with Depositor
- ------------------------ ----------------------------------------
Barnett Chernow Director, Chairman and President
1475 Dunwoody Drive
West Chester, PA 19380
James R. Mumford Director, General Counsel, Secretary,
909 Locust Street Assistant Treasurer
Des Moines, Iowa 50309
Michael W. Cunningham Director
5780 Powers Ferry Road
Atlanta, GA 30327-4390
Phillip R. Lowery Director
5780 Powers Ferry Road
Atlanta, GA 30327-4390
Mark A. Tullis Director
5780 Powers Ferry Road
Atlanta, GA 30327-4390
Stephen J. Preston Executive Vice President, Chief
1475 Dunwoody Drive Actuary
West Chester, PA 19380
Thomas L. May Executive Vice President, Chief
909 Locust Street Marketing Officer
Des Moines, Iowa 50309
Michael R. McCoy Executive Vice President, Bank Marketing
909 Locust Street
Des Moines, Iowa 50309
Christopher R. Welp Chief Operating Officer
909 Locust Street
Des Moines, Iowa 50309
Randy Von Fumetti Senior Vice President and
909 Locust Street Chief Financial Officer
Des Moines, Iowa 50309
ITEM 26. PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH THE DEPOSITOR OR
REGISTRANT
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, as of December 31, 1999, are included in this
registration statement as Exhibit 16.
ITEM 27. NUMBER OF CONTRACT OWNERS
There are 20,906 qualified contract owners and 23,735 non-qualified contract
owners as of March 31, 2000.
ITEM 28. INDEMNIFICATION
The Restated Articles of Incorporation of the Company (Article VII)
provide, in part, that:
Section 1. In the manner and to the fullest extent permitted by the Iowa
Business Corporation Act as the same now exists or may hereafter be amended,
the Corporation shall indemnify directors, officers, employees and agents and
shall pay or reimburse them for reasonable expenses in any proceeding to which
said person is or was a party.
Section 2. A director of this 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 liability (i) for any breach of any
duty of the Director of loyalty to the Corporation or its shareholders, (ii)
for acts or omissions not in good faith or which involve intentional
misconduct or a knowing violation of law, (iii) for any transaction from which
the Director derived an improper personal benefit, or (iv) under Section
490.833 of the Iowa Business Corporation Act for assenting to or voting for an
unlawful distribution. If Chapter 490 of the Code of Iowa, is subsequently
amended to authorize corporate action further eliminating or limiting personal
liability of directors, then the liability of a director to the Corporation
shall be eliminated or limited to the fullest extent permitted by Chapter 490
of the Code of Iowa, as so amended. Any repeal or modification of the
provisions of this Article shall not adversely affect any right or protection
of a director of the Corporation existing at the time of such repeal or
modification.
<PAGE>
<PAGE>
The Restated Bylaws of the Company (Article VI, Section 2) provide that:
Any person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action, suit or proceedings, whether civil,
criminal, administrative or investigative (other than an action by or in the
right of the Corporation) by reason of the fact that he is or was a director,
officer, employee or agent of the Corporation, or is or was serving at the
request of the Corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or enterprise, shall be
indemnified to the following extent and under the following circumstances:
(a) In an action, suit or proceeding other than an action by or in the
right of the Corporation, such person shall be indemnified against expenses
(including attorney's fees), judgments, fines, and amounts paid in settlement
actually and reasonably incurred by him in connection with such action, suit
or proceeding if he acted in good faith and in a manner he reasonably believed
to be in the best interests of the Corporation, in the case of conduct in his
official capacity with the Corporation, or, in all other cases, at least not
opposed to the best interests of the Corporation, and, with respect to any
criminal action or proceeding, if he had no reasonable cause to believe his
conduct was unlawful. The termination of any action, suit or proceeding
judgment, order, settlement, conviction or upon a plea of nolo contendere or
its equivalent shall not, of itself, create a presumption that the person did
not act in good faith and in a manner which he reasonably believed to be in or
not opposed to the best interests of the Corporation, and, with respect to any
criminal action or proceeding, had reasonable cause to believe that his
conduct was unlawful.
(b) In an action, suit or proceedings by or in the right of the
Corporation, notwithstanding any provision precluding liability in the
Articles of Incorporation, such person shall nonetheless be indemnified
against expenses (including attorney's fees) actually and reasonably incurred
by him in connection with the defense or settlement of such action or suit if
he acted in good faith and in a manner he reasonably believed to be in the
best interests of the Corporation, in the case of conduct in his official
capacity with the Corporation, or, in all other cases, at least not opposed to
the best interests of the Corporation, except that no indemnification shall be
made in respect of any claim, issue or matter as to which such person shall
have been adjudged to be liable for negligence or misconduct in the
performance of his duty to the Corporation unless and only to the extent that
the court in which such action or suit was brought shall determine upon
application that, despite the adjudication of liability, but in view of all
circumstances of the case, such person is fairly and reasonably entitled to
indemnity for such expenses which such court shall deem proper.
Insofar as indemnification for liability arising under the Securities Act of
1933 may be permitted directors and officers or controlling persons of the
Company pursuant to the foregoing, or otherwise, the Company has been advised
that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Act and,
therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Company of expenses
incurred or paid by a director, officer or controlling person of the Company
in the successful defense of any action, suit or proceeding) is asserted by
such director, officer or controlling person in connection with the securities
being registered, the Company will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Act and will be governed by the
final adjudication of such issue.
<PAGE>
<PAGE>
ITEM 29. PRINCIPAL UNDERWRITERS
(a) At present, Directed Services, Inc. ("DSI"), the Registrant's Distributor,
serves as principal underwriter for all contracts issued by Equitable Life
Insurance Company of Iowa. DSI is also the principal underwriter for Golden
American Life Insurance Company Separate Account A and Separate Account B,
First Golden American Life Insurance Company of New York Separate Account NY-B,
Alger Separate Account A of Golden American Life Insurance Company and The
GCG Trust.
(b) Directed Services, Inc. is the principal underwriter for the Contracts.
The following persons are the officers and directors of Directed Services, Inc.
The principal business address for each officer and director following is
1475 Dunwoody Drive, West Chester, PA 19380-1478, unless otherwise noted.
Name and Principal Positions and Offices
Business Address with Underwriter
- ------------------- ---------------------
James R. McInnis President
Barnett Chernow Director and Executive Vice President
Myles R. Tashman Director, Executive Vice President,
Secretary and General Counsel
R. Lawrence Roth Director
VESTAX Capital Corporation
1931 Georgetown Road
Hudson, OH 44236
Stephen J. Preston Senior Vice President
Susan K. Wheat Treasurer
Equitable of Iowa Companies
909 Locust Street
Des Moines, IA 50309
David L. Jacobson Senior Vice President
<PAGE>
<PAGE>
(c)
1999 Net
Name of Underwriting Compensation
Principal Discounts and on Brokerage
Underwriter Commissions Redemption Commissions Compensation
----------- ----------- ---------- ----------- ------------
DSI $ 11,094,846 $0 $0 $0
ITEM 30. LOCATION OF ACCOUNTS AND RECORDS
Equitable Life Insurance Company of Iowa, under agreement with Golden American
Life Insurance Company, maintains physical possession of the accounts, books
or documents of the Separate Account required to be maintained by Section
31(a) of the Investment Company Act of 1940 and the rules promulgated
thereunder at 909 Locust Street, Des Moines, Iowa 50309 and 1475 Dunwoody
Drive, West Chester, PA 19380.
ITEM 31. MANAGEMENT SERVICES
Not Applicable.
ITEM 32. UNDERTAKINGS
a. Registrant hereby undertakes to file a post-effective amendment to
this registration statement as frequently as is necessary to ensure that the
audited financial statements in the registration statement are never more than
sixteen (16) months old for so long as payment under the variable annuity
contracts may be accepted.
b. Registrant hereby undertakes to include either (1) as part of any
application to purchase a contract offered by the Prospectus, a space that an
applicant can check to request a Statement of Additional Information, or (2) a
postcard or similar written communication affixed to or included in the
Prospectus that the applicant can remove to send for a Statement of Additional
Information.
c. Registrant hereby undertakes to deliver any Statement of Additional
Information and any financial statement required to be made available under
this Form promptly upon written or oral request.
d. Equitable Life Insurance Company of Iowa ("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.
<PAGE>
<PAGE>
REPRESENTATIONS
The Company hereby represents that it is relying upon a No-Action Letter
issued to the American Council of Life Insurance dated November 28, 1988
(Commission ref. IP-6-88) and that the following provisions have been complied
with:
1. Include appropriate disclosure regarding the redemption restrictions
imposed by Section 403(b)(11) in each registration statement, including the
prospectus, used in connection with the offer of the contract;
2. Include appropriate disclosure regarding the redemption restrictions
imposed by Section 403(b)(11) in any sales literature used in connection with
the offer of the contract;
3. Instruct sales representatives who solicit participants to purchase
the contract specifically to bring the redemption restrictions imposed by
Section 403(b)(11) to the attention of the potential participants;
4. Obtain from each plan participant who purchases a Section 403(b)
annuity contract, prior to or at the time of such purchase, a signed statement
acknowledging the participant's understanding of (1) the restrictions on
redemption imposed by Section 403(b)(11), and (2) other investment
alternatives available under the employer's Section 403(b) arrangement to
which the participant may elect to transfer his contract value.
<PAGE>
<PAGE>
SIGNATURES
As required by the Securities Act of 1933 and the Investment Company Act of
1940, the Registrant certifies that it meets the requirements of Securities
Act Rule 485(b) for effectiveness of this Registration Statement and has
caused this Registration Statement to be signed on its behalf in the City of
West Chester and Commonwealth of Pennsylvania on this 25th day of April,
2000.
EQUITABLE LIFE INSURANCE COMPANY OF IOWA
SEPARATE ACCOUNT A
Registrant
By: EQUITABLE LIFE INSURANCE COMPANY OF IOWA
By:
___________________________________________
Barnett Chernow, President*
By: EQUITABLE LIFE INSURANCE COMPANY OF IOWA
Depositor
By:
___________________________________________
Barnett Chernow, President*
By: /s/ Marilyn Talman
-----------------------
Marilyn Talman, Attorney-in-Fact
_______________________
* Executed by Marilyn Talman on behalf of those indicated pursuant
to Power of Attorney.
As required by the Securities Act of 1933, this Registration Statement has
been signed by the following persons in the capacities and on the dates
indicated.
Signature Title
- --------- -----
- ----------------------------
Barnett Chernow* Director, Chairman and President
- ----------------------------
Michael W. Cunningham* Director
- ----------------------------
Phillip R. Lowery* Director
- ----------------------------
Mark A. Tullis* Director
- ----------------------------
James R. Mumford* Director, General Counsel, Secretary,
and Assistant Treasurer
- ----------------------------
Randy Von Fumetti* Senior Vice President and
Chief Financial Officer
*By: /s/Marilyn Talman
--------------------------------
Marilyn Talman, Attorney-in-Fact
_______________________
* Executed by Marilyn Talman on behalf of those indicated pursuant
to Power of Attorney.
<PAGE>
<PAGE>
EXHIBITS
TO
POST-EFFECTIVE AMENDMENT NO. 11
TO
FORM N-4
FOR
EQUITABLE LIFE INSURANCE COMPANY OF IOWA SEPARATE ACCOUNT A
EQUITABLE LIFE INSURANCE COMPANY OF IOWA
INDEX TO EXHIBITS
EXHIBIT PAGE
- ------- ----
8(v) Participation Agreement between GALIC and
Prudential Series Fund, Inc. EX-99.B8V
8(vi) Participation Agreement between GALIC and
ING Variable Insurance Trust EX-99.B8VI
9 Opinion and Consent of Counsel EX-99.B9
10 Consent of Ernst & Young LLP, Independent Auditors EX-99.B10
15 Powers of Attorney EX-99.B15
16 Subsidiaries of ING Groep N.V. EX-99.B16
<PAGE>
<PAGE>
<PAGE>
<PAGE>
EXHIBIT 8(v)
FUND PARTICIPATION AGREEMENT
THE PRUDENTIAL SERIES FUND, INC.
<PAGE>
TABLE OF CONTENTS
ARTICLE I. Sale of Fund Shares............................................4
ARTICLE II. Representations and Warranties.................................8
ARTICLE III. Prospectuses and Proxy Statements; Voting.....................11
ARTICLE IV. Sales Material and Information................................13
ARTICLE V. Fees and Expenses.............................................15
ARTICLE VI. Diversification and Qualification.............................16
ARTICLE VII. Potential Conflicts and Compliance With
Mixed and Shared Funding Exemptive Order .....................18
ARTICLE VIII. Indemnification ..............................................21
ARTICLE IX. Applicable Law................................................30
ARTICLE X. Termination...................................................31
ARTICLE XI. Notices.......................................................34
ARTICLE XII. Miscellaneous.................................................35
SCHEDULE A Contracts.....................................................38
SCHEDULE B Designated Portfolios.........................................39
SCHEDULE C Expenses......................................................40
<PAGE>
PARTICIPATION AGREEMENT
-----------------------
AMONG
EQUITABLE LIFE INSURANCE COMPANY OF IOWA,
THE PRUDENTIAL SERIES FUND, INC.,
THE PRUDENTIAL INSURANCE COMPANY OF AMERICA,
AND
PRUDENTIAL INVESTMENT MANAGEMENT SERVICES LLC
THIS AGREEMENT, made and entered into as of this ___ day of April, 2000, by
and among EQUITABLE LIFE INSURANCE COMPANY OF IOWA (hereinafter "ELIC"), an Iowa
life insurance company, on its own behalf and on behalf of its SEPARATE ACCOUNT
B (the "Account"); THE PRUDENTIAL SERIES FUND, INC., an open-end management
investment company organized under the laws of Maryland (hereinafter the
"Fund"); THE PRUDENTIAL INSURANCE COMPANY OF AMERICA (hereinafter the
"Adviser"), a New Jersey mutual insurance company; and PRUDENTIAL INVESTMENT
MANAGEMENT SERVICES LLC (hereinafter the "Distributor"), a Delaware limited
liability company.
WHEREAS, the Fund engages in business as an open-end management investment
company and is available to act as the investment vehicle for separate accounts
established for variable life insurance policies and/or variable annuity
contracts (collectively, the "Variable Insurance Products") to be offered by
insurance companies, including ELIC, which have entered into participation
agreements similar to this Agreement (hereinafter "Participating Insurance
Companies"); and
WHEREAS, the beneficial interest in the Fund is divided into several series
of shares, each designated a "Portfolio" and representing the interest in a
particular managed portfolio of securities and other assets; and
2
<PAGE>
WHEREAS, the Fund has obtained an order from the Securities and Exchange
Commission (hereinafter the "SEC"), dated March 5, 1999 (File No. IC-23728),
granting Participating Insurance Companies and variable annuity and variable
life insurance separate accounts exemptions from the provisions of sections
9(a), 13(a), 15(a), and 15(b) of the Investment Company Act of 1940, as amended,
(hereinafter the "1940 Act") and Rules 6e-2(b)(15) and 6e-3(T)(b)(15)
thereunder, to the extent necessary to permit shares of the Fund to be sold to
and held by variable annuity and variable life insurance separate accounts of
life insurance companies that may or may not be affiliated with one another and
qualified pension and retirement plans ("Qualified Plans") (hereinafter the
"Mixed and Shared Funding Exemptive Order"); and
WHEREAS, the Fund is registered as an open-end management investment
company under the 1940 Act and shares of the Portfolio(s) are registered under
the Securities Act of 1933, as amended (hereinafter the "1933 Act"); and
WHEREAS, the Adviser is duly registered as an investment adviser under the
Investment Advisers Act of 1940, as amended, and any applicable state securities
laws; and
WHEREAS, the Distributor is duly registered as a broker-dealer under the
Securities Exchange Act of 1934, as amended, (the "1934 Act") and is a member in
good standing of the National Association of Securities Dealers, Inc. (the
"NASD"); and
WHEREAS, ELIC has registered certain variable annuity contracts supported
wholly or partially by the Account (the "Contracts") under the 1933 Act and said
Contracts are listed in Schedule A attached hereto and incorporated herein by
reference, as such Schedule may be amended from time to time by mutual written
agreement; and
WHEREAS, the Account is a duly organized, validly existing segregated asset
account, established by resolution of the Board of Directors of ELIC in 1994
under the insurance laws of the State of Iowa, to set aside and invest assets
attributable to the Contracts; and
3
<PAGE>
WHEREAS, ELIC has registered the Account as a unit investment trust under
the 1940 Act and has registered the securities deemed to be issued by the
Account under the 1933 Act; and
WHEREAS, to the extent permitted by applicable insurance laws and
regulations, ELIC intends to purchase shares in the Portfolio(s) listed in
Schedule B attached hereto and incorporated herein by reference, as such
Schedule may be amended from time to time by mutual written agreement (the
"Designated Portfolio(s)"), on behalf of the Account to fund the Contracts, and
the Fund is authorized to sell such shares to unit investment trusts such as the
Account at net asset value; and
WHEREAS, to the extent permitted by applicable insurance laws and
regulations, the Account also intends to purchase shares in other open-end
investment companies or series thereof not affiliated with the Fund (the
"Unaffiliated Funds") on behalf of the Account to fund the Contracts;
NOW, THEREFORE, in consideration of their mutual promises, ELIC, the Fund,
the Distributor and the Adviser agree as follows:
ARTICLE I. Sale of Fund Shares.
-------------------
1.1. The Fund agrees to sell to ELIC those shares of the Designated
Portfolio(s) which the Account orders, executing such orders on each Business
Day at the net asset value next computed after receipt by the Fund or its
designee of the order for the shares of the Designated Portfolios. For purposes
of this Section 1.1, ELIC shall be the designee of the Fund for receipt of such
orders and receipt by such designee shall constitute receipt by the Fund,
provided that the Fund receives notice of any such order by 9:00 a.m. Eastern
time on the next following Business Day. "Business Day" shall mean any day on
which the New York Stock Exchange is open for trading and on which the
Designated Portfolio calculates its net asset value pursuant to the rules of the
SEC.
4
<PAGE>
1.2. The Fund agrees to make shares of the Designated Portfolio(s)
available for purchase at the applicable net asset value per share by ELIC and
the Account on those days on which the Fund calculates its Designated
Portfolio(s)' net asset value pursuant to rules of the SEC, and the Fund shall
calculate such net asset value on each day which the New York Stock Exchange is
open for trading. Notwithstanding the foregoing, the Board of Directors of the
Fund (hereinafter the "Board") may refuse to sell shares of any Designated
Portfolio to any person, or suspend or terminate the offering of shares of any
Designated Portfolio if such action is required by law or by regulatory
authorities having jurisdiction or is, in the sole discretion of the Board
acting in good faith and in light of its fiduciary duties under federal and any
applicable state laws, necessary in the best interests of the shareholders of
such Designated Portfolio.
1.3. The Fund will not sell shares of the Designated Portfolio(s) to any
other Participating Insurance Company separate account unless an agreement
containing provisions the substance of which are the same as Sections 2.1
(except with respect to Iowa law), 3.5, 3.6, 3.7, and Article VII of this
Agreement is in effect to govern such sales.
1.4. The Fund agrees to redeem for cash, on ELIC's request, any full or
fractional shares of the Fund held by ELIC, executing such requests on each
Business Day at the net asset value next computed after receipt by the Fund or
its designee of the request for redemption. Requests for redemption identified
by ELIC, or its agent, as being in connection with surrenders, annuitizations,
or death benefits under the Contracts, upon prior written notice, may be
executed within seven (7) calendar days after receipt by the Fund or its
designee of the requests for redemption. This Section 1.4 may be amended, in
writing, by the parties consistent with the requirements of the 1940 Act and
interpretations thereof. For purposes of this Section 1.4, ELIC shall be the
designee of the Fund for receipt of requests for redemption and receipt by such
designee shall constitute receipt by the Fund, provided that the Fund receives
notice of any such request for redemption by 9:00 a.m. Eastern time on the next
following Business Day.
5
<PAGE>
1.5. The Parties hereto acknowledge that the arrangement contemplated by
this Agreement is not exclusive; the Fund's shares may be sold to other
Participating Insurance Companies (subject to Section 1.3) and the cash value of
the Contracts may be invested in other investment companies.
1.6. ELIC shall pay for Fund shares by 3:00 p.m. Eastern time on the next
Business Day after an order to purchase Fund shares is made in accordance with
the provisions of Section 1.1 hereof. Payment shall be in federal funds
transmitted by wire and/or by a credit for any shares redeemed the same day as
the purchase.
1.7. The Fund shall pay and transmit the proceeds of redemptions of Fund
shares by 11:00 a.m. Eastern Time on the next Business Day after a redemption
order is received in accordance with Section 1.4 hereof. Payment shall be in
federal funds transmitted by wire and/or a credit for any shares purchased the
same day as the redemption.
1.8. Issuance and transfer of the Fund's shares will be by book entry only.
Stock certificates will not be issued to ELIC or the Account. Shares purchased
from the Fund will be recorded in an appropriate title for the Account or the
appropriate sub-account of the Account.
1.9. The Fund shall furnish same day notice (by wire or telephone, followed
by written confirmation) to ELIC of any income, dividends or capital gain
distributions payable on the Designated Portfolio(s)' shares. ELIC hereby elects
to receive all such income dividends and capital gain distributions as are
payable on the Designated Portfolio shares in additional shares of that
Designated Portfolio. ELIC reserves the right to revoke this election and to
receive all such income dividends and capital gain distributions in cash. The
Fund shall notify ELIC by the end of the next following Business Day of the
number of shares so issued as payment of such dividends and distributions.
1.10. The Fund shall make the net asset value per share for each Designated
Portfolio available to ELIC on each Business Day as soon as reasonably practical
after the net asset value
6
<PAGE>
per share is calculated and shall use its best efforts to make such net asset
value per share available by 6:00 p.m. Eastern time. In the event of an error in
the computation of a Designated Portfolio's net asset value per share ("NAV") or
any dividend or capital gain distribution (each, a "pricing error"), the Adviser
or the Fund shall immediately notify ELIC as soon as possible after discovery of
the error. Such notification may be verbal, but shall be confirmed promptly in
writing in accordance with Article XI of this Agreement. A pricing error shall
be corrected as follows: (a) if the pricing error results in a difference
between the erroneous NAV and the correct NAV of less than $0.01 per share, then
no corrective action need be taken; (b) if the pricing error results in a
difference between the erroneous NAV and the correct NAV equal to or greater
than $0.01 per share, but less than 1/2 of 1% of the Designated Portfolio's NAV
at the time of the error, then the Adviser shall reimburse the Designated
Portfolio for any loss, after taking into consideration any positive effect of
such error; however, no adjustments to Contractowner accounts need be made; and
(c) if the pricing error results in a difference between the erroneous NAV and
the correct NAV equal to or greater than 1/2 of 1% of the Designated Portfolio's
NAV at the time of the error, then the Adviser shall reimburse the Designated
Portfolio for any loss (without taking into consideration any positive effect of
such error) and shall reimburse ELIC for the costs of adjustments made to
correct Contractowner accounts in accordance with the provisions of Schedule C.
If an adjustment is necessary to correct a material error which has caused
Contractowners to receive less than the amount to which they are entitled, the
number of shares of the applicable sub-account of such Contractowners will be
adjusted and the amount of any underpayments shall be credited by the Adviser to
ELIC for crediting of such amounts to the applicable Contractowners accounts.
Upon notification by the Adviser of any overpayment due to a material error,
ELIC shall promptly remit to Adviser any overpayment that has not been paid to
Contractowners. In no event shall ELIC be liable to Contractowners for any such
adjustments or underpayment amounts. A pricing error within categories (b) or
(c) above shall be deemed to be "materially incorrect" or constitute a "material
error" for purposes of this Agreement.
The standards set forth in this Section 1.10 are based on the Parties'
understanding of the views expressed by the staff of the SEC as of the date of
this Agreement. In the event the views of the SEC staff are later modified or
superseded by SEC or judicial interpretation, the parties
7
<PAGE>
shall amend the foregoing provisions of this Agreement to comport with the
appropriate applicable standards, on terms mutually satisfactory to all Parties.
ARTICLE II. Representations and Warranties
------------------------------
2.1. ELIC represents and warrants that the Contracts and the securities
deemed to be issued by the Account under the Contracts are or will be registered
under the 1933 Act; that the Contracts will be issued and sold in compliance in
all material respects with all applicable federal and state laws and that the
sale of the Contracts shall comply in all material respects with state insurance
suitability requirements. ELIC further represents and warrants that it is an
insurance company duly organized and in good standing under applicable law and
that it has legally and validly established the Account prior to any issuance or
sale of units thereof as a segregated asset account under Iowa law, and has
registered the Account as a unit investment trust in accordance with the
provisions of the 1940 Act to serve as a segregated investment account for the
Contracts and that it will maintain such registration for so long as any
Contracts are outstanding as required by applicable law.
2.2. The Fund represents and warrants that Designated Portfolio(s) shares
sold pursuant to this Agreement shall be registered under the 1933 Act, duly
authorized for issuance and sold in compliance with all applicable federal
securities laws including without limitation the 1933 Act, the 1934 Act, and the
1940 Act and that the Fund is and shall remain registered under the 1940 Act.
The Fund shall amend the registration statement for its shares under the 1933
Act and the 1940 Act from time to time as required in order to effect the
continuous offering of its shares.
2.3. The Fund reserves the right to adopt a plan pursuant to Rule 12b-1
under the 1940 Act and to impose an asset-based or other charge to finance
distribution expenses as permitted by applicable law and regulation. In any
event, the Fund and Adviser agree to comply with applicable provisions and SEC
staff interpretations of the 1940 Act to assure that the investment advisory or
management fees paid to the Adviser by the Fund are in accordance with the
8
<PAGE>
requirements of the 1940 Act. To the extent that the Fund decides to finance
distribution expenses pursuant to Rule 12b-1, the Fund undertakes to have its
Board, a majority of whom are not interested persons of the Fund, formulate and
approve any plan pursuant to Rule 12b-1 under the 1940 Act to finance
distribution expenses.
2.4. The Fund represents and warrants that it will make every effort to
ensure that Designated Portfolio(s) shares will be sold in compliance with the
insurance laws of the State of Iowa and all applicable state insurance and
securities laws. The Fund shall register and qualify the shares for sale in
accordance with the laws of the various states if and to the extent required by
applicable law. ELIC and the Fund will endeavor to mutually cooperate with
respect to the implementation of any modifications necessitated by any change in
state insurance laws, regulations or interpretations of the foregoing that
affect the Designated Portfolio(s) (a "Law Change"), and to keep each other
informed of any Law Change that becomes known to either party. In the event of a
Law Change, the Fund agrees that, except in those circumstances where the Fund
has advised ELIC that its Board of Directors has determined that implementation
of a particular Law Change is not in the best interest of all of the Fund's
shareholders with an explanation regarding why such action is lawful, any action
required by a Law Change will be taken.
2.5. The Fund represents and warrants that it is lawfully organized and
validly existing under the laws of the State of Maryland and that it does and
will comply in all material respects with the 1940 Act.
2.6. The Adviser represents and warrants that it is and shall remain duly
registered under all applicable federal and state securities laws and that it
shall perform its obligations for the Fund in compliance in all material
respects with any applicable state and federal securities laws.
2.7. The Distributor represents and warrants that it is and shall remain
duly registered under all applicable federal and state securities laws and that
it shall perform its obligations for the
9
<PAGE>
Fund in compliance in all material respects with the laws of any applicable
state and federal securities laws.
2.8. The Fund and the Adviser represent and warrant that all of their
respective officers, employees, investment advisers, and other individuals or
entities dealing with the money and/or securities of the Fund are, and shall
continue to be at all times, covered by one or more blanket fidelity bonds or
similar coverage for the benefit of the Fund in an amount not less than the
minimal coverage required by Rule 17g-1 under the 1940 Act or related provisions
as may be promulgated from time to time. The aforesaid bonds shall include
coverage for larceny and embezzlement and shall be issued by a reputable bonding
company.
2.9. The Fund will provide ELIC with as much advance notice as is
reasonably practicable of any material change affecting the Designated
Portfolio(s) (including, but not limited to, any material change in the
registration statement or prospectus affecting the Designated Portfolio(s)) and
any proxy solicitation affecting the Designated Portfolio(s) and consult with
ELIC in order to implement any such change in an orderly manner, recognizing the
expenses of changes and attempting to minimize such expenses by implementing
them in conjunction with regular annual updates of the prospectus for the
Contracts. The Fund agrees to share equitably in expenses incurred by ELIC as a
result of actions taken by the Fund, consistent with the allocation of expenses
contained in Schedule C attached hereto and incorporated herein by reference.
2.10. ELIC represents and warrants, for purposes other than diversification
under Section 817 of the Internal Revenue Code of 1986 as amended ("the Code"),
that the Contracts are currently and at the time of issuance will be treated as
annuity contracts under applicable provisions of the Code, and that it will make
every effort to maintain such treatment and that it will notify the Fund, the
Distributor and the Adviser immediately upon having a reasonable basis for
believing that the Contracts have ceased to be so treated or that they might not
be so treated in the future. In addition, ELIC represents and warrants that the
Account is a "segregated asset account" and that interests in the Account are
offered exclusively through the purchase of or transfer into a "variable
contract" within the meaning of such terms under Section 817 of the
10
<PAGE>
Code and the regulations thereunder. ELIC will use every effort to continue to
meet such definitional requirements, and it will notify the Fund, the
Distributor and the Adviser immediately upon having a reasonable basis for
believing that such requirements have ceased to be met or that they might not be
met in the future. ELIC represents and warrants that it will not purchase Fund
shares with assets derived from tax-qualified retirement plans except,
indirectly, through Contracts purchased in connection with such plans.
ARTICLE III. Prospectuses and Proxy Statements; Voting.
------------------------------------------
3.1. At least annually, the Adviser or Distributor shall provide ELIC with
as many copies of the Fund's current prospectus for the Designated Portfolio(s)
as ELIC may reasonably request for marketing purposes (including distribution to
Contractowners with respect to new sales of a Contract), with expenses to be
borne in accordance with Schedule C hereof. If requested by ELIC in lieu
thereof, the Adviser, Distributor or Fund shall provide such documentation
(including a camera-ready copy and computer diskette of the current prospectus
for the Designated Portfolio(s)) and other assistance as is reasonably necessary
in order for ELIC once each year (or more frequently if the prospectuses for the
Designated Portfolio(s) are amended) to have the prospectus for the Contracts
and the Fund's prospectus for the Designated Portfolio(s) printed together in
one document. The Fund and Adviser agree that the prospectus (and semi-annual
and annual reports) for the Designated Portfolio(s) will describe only the
Designated Portfolio(s) and will not name or describe any other portfolios or
series that may be in the Fund unless required by law.
3.2. If applicable state or federal laws or regulations require that the
Statement of Additional Information ("SAI") for the Fund be distributed to all
Contractowners, then the Fund, Distributor and/or the Adviser shall provide ELIC
with copies of the Fund's SAI or documentation thereof for the Designated
Portfolio(s) in such quantities, with expenses to be borne in accordance with
Schedule C hereof, as ELIC may reasonably require to permit timely distribution
thereof to Contractowners. The Adviser, Distributor and/or the Fund shall also
provide SAIs to
11
<PAGE>
any Contractowner or prospective owner who requests such SAI from the Fund
(although it is anticipated that such requests will be made to ELIC).
3.3. The Fund, Distributor and/or Adviser shall provide ELIC with copies of
the Fund's proxy material, reports to stockholders and other communications to
stockholders for the Designated Portfolio(s) in such quantity, with expenses to
be borne in accordance with Schedule C hereof, as ELIC may reasonably require to
permit timely distribution thereof to Contractowners.
3.4. It is understood and agreed that, except with respect to information
regarding ELIC provided in writing by that party, ELIC shall not be responsible
for the content of the prospectus or SAI for the Designated Portfolio(s). It is
also understood and agreed that, except with respect to information regarding
the Fund, the Distributor, the Adviser or the Designated Portfolio(s) provided
in writing by the Fund, the Distributor or the Adviser, neither the Fund, the
Distributor nor Adviser are responsible for the content of the prospectus or SAI
for the Contracts.
3.5. If and to the extent required by law ELIC shall:
(i) solicit voting instructions from Contractowners;
(ii) vote the Designated Portfolio(s) shares held in the Account in
accordance with instructions received from Contractowners: and
(iii) vote Designated Portfolio shares held in the Account for which
no instructions have been received in the same proportion as
Designated Portfolio(s) shares for which instructions have been
received from Contractowners, so long as and to the extent that
the SEC continues to interpret the 1940 Act to require
pass-through voting privileges for variable contract owners. ELIC
reserves the right to vote Fund shares held in any segregated
asset account in its own right, to the extent permitted by law.
3.6. ELIC shall be responsible for assuring that each of its separate
accounts holding shares of a Designated Portfolio calculates voting privileges
as directed by the Fund and agreed to
12
<PAGE>
by ELIC and the Fund. The Fund agrees to promptly notify ELIC of any changes of
interpretations or amendments of the Mixed and Shared Funding Exemptive Order.
3.7. The Fund will comply with all provisions of the 1940 Act requiring
voting by shareholders, and in particular the Fund will either provide for
annual meetings (except insofar as the SEC may interpret Section 16 of the 1940
Act not to require such meetings) or, as the Fund currently intends, comply with
Section 16(c) of the 1940 Act (although the Fund is not one of the trusts
described in Section 16(c) of that Act) as well as with Sections 16(a) and, if
and when applicable, 16(b). Further, the Fund will act in accordance with the
SEC's interpretation of the requirements of Section 16(a) with respect to
periodic elections of directors or trustees and with whatever rules the SEC may
promulgate with respect thereto.
ARTICLE IV. Sales Material and Information.
------------------------------
4.1. ELIC shall furnish, or shall cause to be furnished, to the Fund or its
designee, a copy of each piece of sales literature or other promotional material
that ELIC develops or proposes to use and in which the Fund (or a Portfolio
thereof), its Adviser or one of its sub-advisers or the Distributor is named in
connection with the Contracts, at least ten (10) Business Days prior to its use.
No such material shall be used if the Fund objects to such use within five (5)
Business Days after receipt of such material.
4.2. ELIC shall not give any information or make any representations or
statements on behalf of the Fund in connection with the sale of the Contracts
other than the information or representations contained in the registration
statement, including the prospectus or SAI for the Fund shares, as the same may
be amended or supplemented from time to time, or in sales literature or other
promotional material approved by the Fund, Distributor or Adviser, except with
the permission of the Fund, Distributor or Adviser.
4.3. The Fund or the Adviser shall furnish, or shall cause to be furnished,
to ELIC, a copy of each piece of sales literature or other promotional material
in which ELIC and/or its
13
<PAGE>
separate account(s) is named at least ten (10) Business Days prior to its use.
No such material shall be used if ELIC objects to such use within five (5)
Business Days after receipt of such material.
4.4. The Fund, the Distributor and the Adviser shall not give any
information or make any representations on behalf of ELIC or concerning ELIC,
the Account, or the Contracts other than the information or representations
contained in a registration statement, including the prospectus or SAI for the
Contracts, as the same may be amended or supplemented from time to time, or in
sales literature or other promotional material approved by ELIC or its designee,
except with the permission of ELIC.
4.5. The Fund will provide to ELIC at least one complete copy of all
registration statements, prospectuses, SAIs, sales literature and other
promotional materials, applications for exemptions, requests for no-action
letters, and all amendments to any of the above, that relate to the Designated
Portfolio(s) within a reasonable period of time following the filing of such
document(s) with the SEC or NASD or other regulatory authorities.
4.6. ELIC will provide to the Fund at least one complete copy of all
registration statements, prospectuses, SAIs, reports, solicitations for voting
instructions, sales literature and other promotional materials, applications for
exemptions, requests for no-action letters, and all amendments to any of the
above, that relate to the Contracts or the Account, contemporaneously with the
filing of such document(s) with the SEC, NASD, or other regulatory authority.
4.7. For purposes of Articles IV and VIII, the phrase "sales literature and
other promotional material" includes, but is not limited to, advertisements
(such as material published, or designed for use in, a newspaper, magazine, or
other periodical, radio, television, telephone or tape recording, videotape
display, signs or billboards, motion pictures, or other public media; e.g.,
on-line networks such as the Internet or other electronic media), sales
literature (i.e., any written communication distributed or made generally
available to customers or the public, including brochures, circulars, research
reports, market letters, form letters, seminar texts, reprints or
14
<PAGE>
excerpts of any other advertisement, sales literature, or published article),
educational or training materials or other communications distributed or made
generally available to some or all agents or employees, and shareholder reports,
and proxy materials (including solicitations for voting instructions) and any
other material constituting sales literature or advertising under the NASD
rules, the 1933 Act or the 1940 Act.
4.8. At the request of any party to this Agreement, each other party will
make available to the other party's independent auditors and/or representative
of the appropriate regulatory agencies, all records, data and access to
operating procedures that may be reasonably requested in connection with
compliance and regulatory requirements related to this Agreement or any party's
obligations under this Agreement.
ARTICLE V. Fees and Expenses
-----------------
5.1. The Fund and the Adviser shall pay no fee or other compensation to
ELIC under this Agreement, and ELIC shall pay no fee or other compensation to
the Fund or Adviser under this Agreement, although the parties hereto will bear
certain expenses in accordance with Schedule C, Articles III, V, and other
provisions of this Agreement.
5.2. All expenses incident to performance by the Fund, the Distributor and
the Adviser under this Agreement shall be paid by the appropriate party, as
further provided in Schedule C. The Fund shall see to it that all shares of the
Designated Portfolio(s) are registered and authorized for issuance in accordance
with applicable federal law and, if and to the extent required, in accordance
with applicable state laws prior to their sale.
5.3. The parties shall bear the expenses of routine annual distribution
(mailing costs) of the Fund's prospectus and distribution (mailing costs) of the
Fund's proxy materials and reports to owners of Contracts offered by ELIC, in
accordance with Schedule C.
15
<PAGE>
ARTICLE VI. Diversification and Qualification.
----------------------------------
6.1. The Fund, the Distributor and the Adviser represent and warrant that
the Fund will at all times sell its shares and invest its assets in such a
manner as to ensure that the Contracts will be treated as annuity contracts
under the Code, and the regulations issued thereunder. Without limiting the
scope of the foregoing, the Fund, Distributor and Adviser represent and warrant
that the Fund and each Designated Portfolio thereof will at all times comply
with Section 817(h) of the Code and Treasury Regulation ss.1.817-5, as amended
from time to time, and any Treasury interpretations thereof, relating to the
diversification requirements for variable annuity, endowment, or life insurance
contracts and any amendments or other modifications or successor provisions to
such Section or Regulations. The Fund, the Distributor and the Adviser agree
that shares of the Designated Portfolio(s) will be sold only to Participating
Insurance Companies and their separate accounts and to Qualified Plans.
6.2. No shares of any Designated Portfolio of the Fund will be sold to the
general public.
6.3. The Fund, the Distributor and the Adviser represent and warrant that
the Fund and each Designated Portfolio is currently qualified as a Regulated
Investment Company under Subchapter M of the Code, and that each Designated
Portfolio will maintain such qualification (under Subchapter M or any successor
or similar provisions) as long as this Agreement is in effect.
6.4. The Fund, Distributor or Adviser will notify ELIC immediately upon
having a reasonable basis for believing that the Fund or any Designated
Portfolio has ceased to comply with the aforesaid Section 817(h) diversification
or Subchapter M qualification requirements or might not so comply in the future.
6.5. Without in any way limiting the effect of Sections 8.2, 8.3 and 8.4
hereof and without in any way limiting or restricting any other remedies
available to ELIC, the Adviser or
16
<PAGE>
Distributor will pay all costs associated with or arising out of any failure, or
any anticipated or reasonably foreseeable failure, of the Fund or any Designated
Portfolio to comply with Sections 6.1, 6.2, or 6.3 hereof, including all costs
associated with reasonable and appropriate corrections or responses to any such
failure; such costs may include, but are not limited to, the costs involved in
creating, organizing, and registering a new investment company as a funding
medium for the Contracts and/or the costs of obtaining whatever regulatory
authorizations are required to substitute shares of another investment company
for those of the failed Portfolio (including but not limited to an order
pursuant to Section 26(b) of the 1940 Act).
6.6. ELIC agrees that if the Internal Revenue Service ("IRS") asserts in
writing in connection with any governmental audit or review of ELIC or, to
ELIC's knowledge, of any Contractowner that any Designated Portfolio has failed
to comply with the diversification requirements of Section 817(h) of the Code or
ELIC otherwise becomes aware of any facts that could give rise to any claim
against the Fund, Distributor or Adviser as a result of such a failure or
alleged failure:
(a) ELIC shall promptly notify the Fund, the Distributor and the Adviser of
such assertion or potential claim;
(b) ELIC shall consult with the Fund, the Distributor and the Adviser as to
how to minimize any liability that may arise as a result of such failure or
alleged failure;
(c) ELIC shall use its best efforts to minimize any liability of the Fund,
the Distributor and the Adviser resulting from such failure, including,
without limitation, demonstrating, pursuant to Treasury Regulations,
Section 1.817-5(a)(2), to the commissioner of the IRS that such failure was
inadvertent;
(d) any written materials to be submitted by ELIC to the IRS, any
Contractowner or any other claimant in connection with any of the foregoing
proceedings or contests (including, without limitation, any such materials
to be submitted to the IRS pursuant to Treasury
17
<PAGE>
Regulations, Section 1.817-5(a)(2)) shall be provided by ELIC to the Fund,
the Distributor and the Adviser (together with any supporting information
or analysis) within at least two (2) business days prior to submission;
(e) ELIC shall provide the Fund, the Distributor and the Adviser with such
cooperation as the Fund, the Distributor and the Adviser shall reasonably
request (including, without limitation, by permitting the Fund, the
Distributor and the Adviser to review the relevant books and records of
ELIC) in order to facilitate review by the Fund, the Distributor and the
Adviser of any written submissions provided to it or its assessment of the
validity or amount of any claim against it arising from such failure or
alleged failure;
(f) ELIC shall not with respect to any claim of the IRS or any
Contractowner that would give rise to a claim against the Fund, the
Distributor and the Adviser (i) compromise or settle any claim, (ii) accept
any adjustment on audit, or (iii) forego any allowable administrative or
judicial appeals, without the express written consent of the Fund, the
Distributor and the Adviser, which shall not be unreasonably withheld;
provided that, ELIC shall not be required to appeal any adverse judicial
decision unless the Fund and the Adviser shall have provided an opinion of
independent counsel to the effect that a reasonable basis exists for taking
such appeal; and further provided that the Fund, the Distributor and the
Adviser shall bear the costs and expenses, including reasonable attorney's
fees, incurred by ELIC in complying with this clause (f).
ARTICLE VII. Potential Conflicts and Compliance With Mixed and Shared Funding
----------------------------------------------------------------
Exemptive Order
- ---------------
7.1. The Board will monitor the Fund for the existence of any material
irreconcilable conflict between the interests of the contract owners of all
separate accounts investing in the Fund. An irreconcilable material conflict may
arise for a variety of reasons, including: (a) an action by any state insurance
regulatory authority; (b) a change in applicable federal or state insurance,
tax, or securities laws or regulations, or a public ruling, private letter
ruling, no-action or interpretative letter, or any similar action by insurance,
tax, or securities regulatory authorities; (c)
18
<PAGE>
an administrative or judicial decision in any relevant proceeding; (d) the
manner in which the investments of any Designated Portfolio are being managed;
(e) a difference in voting instructions given by variable annuity contract and
variable life insurance contract owners or by contract owners of different
Participating Insurance Companies; or (f) a decision by a Participating
Insurance Company to disregard the voting instructions of contract owners. The
Board shall promptly inform ELIC if it determines that an irreconcilable
material conflict exists and the implications thereof.
7.2. ELIC will report any potential or existing conflicts of which it is
aware to the Board. ELIC 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 ELIC to inform the Board whenever contract owner voting instructions are to
be disregarded. Such responsibilities shall be carried out by ELIC with a view
only to the interests of its Contractowners.
7.3. If it is determined by a majority of the Board, or a majority of its
directors who are not interested persons of the Fund, the Distributor, the
Adviser or any sub-adviser to any of the Designated Portfolios (the "Independent
Directors"), that a material irreconcilable conflict exists, ELIC and other
Participating Insurance Companies shall, at their expense and to the extent
reasonably practicable (as determined by a majority of the Independent
Directors), take whatever steps are necessary to remedy or eliminate the
irreconcilable material conflict, up to and including: (1) withdrawing the
assets allocable to some or all of the separate accounts from the Fund or any
Designated Portfolio and reinvesting such assets in a different investment
medium, including (but not limited to) another portfolio of the Fund, or
submitting the question whether such segregation should be implemented to a vote
of all affected contract owners and, as appropriate, segregating the assets of
any appropriate group (i.e., annuity contract owners, life insurance contract
owners, or variable contract owners of one or more Participating Insurance
Companies) that votes in favor of such segregation, or offering to the affected
contract owners the option of making such a
19
<PAGE>
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
ELIC to disregard Contractowner voting instructions and that decision represents
a minority position or would preclude a majority vote, ELIC may be required, at
the Fund's election, to withdraw the Account's investment in the Fund and
terminate this Agreement; provided, however that such withdrawal and termination
shall be limited to the extent required by the foregoing material irreconcilable
conflict as determined by a majority of the Independent Directors. Any such
withdrawal and termination must take place within six (6) months after the Fund
gives written notice that this provision is being implemented, and until the end
of that six month period the Adviser, the Distributor and the Fund shall
continue to accept and implement orders by ELIC 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 ELIC conflicts with the
majority of other state regulators, then ELIC will withdraw the Account's
investment in the Fund and terminate this Agreement within six months after the
Board informs ELIC 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 ELIC for the
purchase (and redemption) of shares of the Fund.
7.6. For purposes of Sections 7.3 through 7.6 of this Agreement, a majority
of the disinterested members of the Board shall determine whether any proposed
action adequately remedies any irreconcilable material conflict, but in no event
will the Fund be required to establish a new funding medium for the Contracts.
ELIC shall not be required by Section 7.3 to establish a new funding medium for
the Contracts if an offer to do so has been declined by vote of a majority of
Contractowners affected by the irreconcilable material conflict. In the event
that the Board
20
<PAGE>
determines that any proposed action does not adequately remedy any
irreconcilable material conflict, then ELIC will withdraw the Account's
investment in the Fund and terminate this Agreement within six (6) months after
the Board informs ELIC in writing of the foregoing determination; provided,
however, that such withdrawal and termination shall be limited to the extent
required by any such material irreconcilable conflict as determined by a
majority of the Independent Directors.
7.7. If and to the extent that Rule 6e-2 and Rule 6e-3(T) are amended, or
Rule 6e-3 is adopted, to provide exemptive relief from any provision of the 1940
Act or the rules promulgated thereunder with respect to mixed or shared funding
(as defined in the Mixed and Shared Funding Exemptive Order) on terms and
conditions materially different from those contained in the Mixed and Shared
Funding Exemptive Order, then (a) the Fund and/or the Participating Insurance
Companies, as appropriate, shall take such steps as may be necessary to comply
with Rules 6e-2 and 6e-3(T), as amended, and Rule 6e-3, as adopted, to the
extent such rules are applicable: and (b) Sections 3.5, 3.6, 3.7, 7.1, 7.2, 7.3,
7.4, and 7.5 of this Agreement shall continue in effect only to the extent that
terms and conditions substantially identical to such Sections are contained in
such Rule(s) as so amended or adopted.
ARTICLE VIII. Indemnification
---------------
8.1. Indemnification By ELIC
-----------------------
8.1(a). ELIC agrees to indemnify and hold harmless the Fund, the
Distributor and the Adviser and each of their respective officers and directors
or trustees and each person, if any, who controls the Fund, Distributor or
Adviser within the meaning of Section 15 of the 1933 Act (collectively, the
"Indemnified Parties" for purposes of this Section 8.1) against any and all
losses, claims, expenses, damages and liabilities (including amounts paid in
settlement with the written consent of ELIC) or litigation (including reasonable
legal and other expenses) to which the Indemnified Parties may become subject
under any statute or regulation, at common law or otherwise, insofar as such
losses, claims, expenses, damages or liabilities (or actions in respect
21
<PAGE>
thereof) or settlements are related to the sale or acquisition of the Fund's
shares or the Contracts and:
(i) arise out of or are based upon any untrue statements or alleged untrue
statements of any material fact contained in the registration
statement or prospectus or SAI covering the Contracts or contained in
the Contracts or sales literature or other promotional material for
the Contracts (or any amendment or supplement to any of the
foregoing), or arise out of or are based upon the omission or the
alleged omission to state therein a material fact required to be
stated therein or necessary to make the statements therein not
misleading, provided that -------- this Agreement to indemnify shall
not apply as to any Indemnified Party if such statement or omission or
such alleged statement or omission was made in reliance upon and in
conformity with information furnished in writing to ELIC by or on
behalf of the Adviser, Distributor or Fund for use in the registration
statement or prospectus for the Contracts or in the Contracts or sales
literature or other promotional material (or any amendment or
supplement to any of the foregoing) or otherwise for use in connection
with the sale of the Contracts or Fund shares; or
(ii) arise out of or as a result of statements or representations (other
than statements or representations contained in the registration
statement, prospectus or sales literature or other promotional
material of the Fund not supplied by ELIC or persons under its
control) or wrongful conduct of ELIC or persons under its control,
with respect to the sale or distribution of the Contracts or Fund
Shares; or
(iii) arise out of any untrue statement or alleged untrue statement of a
material fact contained in a registration statement, prospectus, SAI,
or sales literature or other promotional material of the Fund, or any
amendment thereof or supplement thereto, or the omission or alleged
omission to state therein a material fact required to be stated
therein or necessary to make the statements therein not misleading, if
such a statement or omission was made in reliance upon information
furnished in writing to the Fund by or on behalf of ELIC; or
(iv) arise as a result of any failure by ELIC to provide the services and
furnish the materials under the terms of this Agreement; or
(v) arise out of or result from any material breach of any representation
and/or warranty made by ELIC in this Agreement or arise out of or
result from any other material breach of this Agreement by ELIC,
including without limitation Section 2.10 and Section 6.6 hereof,
as limited by and in accordance with the provisions of Sections 8.1(b) and
8.1(c) hereof.
8.1(b). ELIC shall not be liable under this indemnification provision with
respect to any losses, claims, expenses, damages, liabilities or litigation to
which an Indemnified Party would
22
<PAGE>
otherwise be subject by reason of such Indemnified Party's willful misfeasance,
bad faith, or negligence in the performance of such Indemnified Party's duties
or by reason of such Indemnified Party's reckless disregard of obligations or
duties under this Agreement or to any of the Indemnified Parties.
8.1(c). ELIC 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 ELIC 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 ELIC of any such claim shall not relieve ELIC from
any liability which it may have to the Indemnified Party against whom such
action is brought otherwise than on account of this indemnification provision,
except to the extent that ELIC has been prejudiced by such failure to give
notice. In case any such action is brought against the Indemnified Parties, ELIC
shall be entitled to participate, at its own expense, in the defense of such
action. ELIC also shall be entitled to assume the defense thereof, with counsel
satisfactory to the party named in the action. After notice from ELIC to such
party of ELIC's election to assume the defense thereof, the Indemnified Party
shall bear the fees and expenses of any additional counsel retained by it, and
ELIC 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 ELIC of the
commencement of any litigation or proceedings against them in connection with
the issuance or sale of the Fund Shares or the Contracts or the operation of the
Fund.
8.2. Indemnification by the Adviser.
-------------------------------
8.2(a). The Adviser agrees to indemnify and hold harmless ELIC and its
directors and officers and each person, if any, who controls ELIC within the
meaning of Section 15 of the 1933
23
<PAGE>
Act (collectively, the "Indemnified Parties" for purposes of this Section 8.2)
against any and all losses, claims, expenses, damages, liabilities (including
amounts paid in settlement with the written consent of the Adviser) or
litigation (including reasonable legal and other expenses) to which the
Indemnified Parties may become subject under any statute or regulation, at
common law or otherwise, insofar as such losses, claims, damages, liabilities or
expenses (or actions in respect thereof) or settlements are related to the sale
or acquisition of the Fund's shares or the Contracts and:
(i) arise out of or are based upon any untrue statement or alleged untrue
statement of any material fact contained in the registration statement
or prospectus or SAI or sales literature or other promotional material
of the Fund prepared by the Fund, the Distributor or the Adviser (or
any amendment or supplement to any of the foregoing), or arise out of
or are based upon the omission or the alleged omission to state
therein a material fact required to be stated therein or necessary to
make the statements therein not misleading, PROVIDED that this
Agreement to indemnify shall not apply as to any Indemnified Party if
such statement or omission or such alleged statement or omission was
made in reliance upon and in conformity with information furnished in
writing to the Adviser, the Distributor or the Fund by or on behalf of
ELIC for use in the registration statement, prospectus or SAI for the
Fund or in sales literature or other promotional material (or any
amendment or supplement to any of the foregoing) or otherwise for use
in connection with the sale of the Contracts or the Fund shares; or
(ii) arise out of or as a result of statements or representations (other
than statements or representations contained in the registration
statement, prospectus, SAI or sales literature or other promotional
material for the Contracts not supplied by the Adviser or persons
under its control) or wrongful conduct of the Fund, the Distributor or
the Adviser or persons under their control, with respect to the sale
or distribution of the Contracts or Fund shares; or
(iii) arise out of any untrue statement or alleged untrue statement of a
material fact contained in a registration statement, prospectus, SAI,
or sales literature or other promotional material covering the
Contracts, or any amendment thereof or supplement thereto, or the
omission or alleged omission to state therein a material fact required
to be stated therein or necessary to make the statement or statements
therein not misleading, if such statement or omission was made in
reliance upon information furnished in writing to ELIC by or on behalf
of the Adviser, the Distributor or the Fund; or
(iv) arise as a result of any failure by the Fund, the Distributor or the
Adviser to provide the services and furnish the materials under the
terms of this Agreement (including a failure, whether unintentional or
in good faith or otherwise, to comply
24
<PAGE>
with the diversification and other qualification requirements
specified in Article VI of this Agreement); or
(v) arise out of or result from any material breach of any representation
and/or warranty made by the Fund, the Distributor or the Adviser in
this Agreement or arise out of or result from any other material
breach of this Agreement by the Adviser, the Distributor or the Fund;
or
(vi) arise out of or result from the incorrect or untimely calculation or
reporting by the Fund, the Distributor or the Adviser of the daily net
asset value per share (subject to Section 1.10 of this Agreement) or
dividend or capital gain distribution rate;
as limited by and in accordance with the provisions of Sections 8.2(b) and
8.2(c) hereof. This indemnification is in addition to and apart from the
responsibilities and obligations of the Adviser specified in Article VI hereof.
8.2(b). The Adviser shall not be liable under this indemnification
provision with respect to any losses, claims, expenses, damages, liabilities or
litigation to which an Indemnified Party would otherwise be subject by reason of
such Indemnified Party's willful misfeasance, bad faith, or negligence in the
performance of such Indemnified Party's duties or by reason of such Indemnified
Party's reckless disregard of obligations or duties under this Agreement or to
any of the Indemnified Parties.
8.2(c). The Adviser shall not be liable under this indemnification
provision with respect to any claim made against an Indemnified Party unless
such Indemnified Party shall have notified the Adviser in writing within a
reasonable time after the summons or other first legal process giving
information of the nature of the claim shall have been served upon such
Indemnified Party (or after such Indemnified Party shall have received notice of
such service on any designated agent), but failure to notify the Adviser of any
such claim shall not relieve the Adviser from any liability which it may have to
the Indemnified Party against whom such action is brought otherwise than on
account of this indemnification provision, except to the extent that the Adviser
has been prejudiced by such failure to give notice. In case any such action is
brought against the Indemnified Parties, the Adviser will be entitled to
participate, at its own expense, in the defense thereof. The Adviser also shall
be entitled to assume the defense thereof, with counsel
25
<PAGE>
satisfactory to the party named in the action. After notice from the Adviser to
such party of the Adviser's election to assume the defense thereof, the
Indemnified Party shall bear the fees and expenses of any additional counsel
retained by it, and the Adviser will not be liable to such party under this
Agreement for any legal or other expenses subsequently incurred by such party
independently in connection with the defense thereof other than reasonable costs
of investigation.
8.2(d). ELIC agrees promptly to notify the Adviser of the commencement of
any litigation or proceedings against it or any of its officers or directors in
connection with the issuance or sale of the Contracts or the operation of the
Account.
8.3. Indemnification By the Fund.
----------------------------
8.3(a). The Fund agrees to indemnify and hold harmless ELIC and its
directors and officers and each person, if any, who controls ELIC within the
meaning of Section 15 of the 1933 Act (collectively, the "Indemnified Parties"
for purposes of this Section 8.3) against any and all losses, claims, expenses,
damages and liabilities (including amounts paid in settlement with the written
consent of the Fund) or litigation (including reasonable legal and other
expenses) to which the Indemnified Parties may be required to pay or become
subject under any statute or regulation, at common law or otherwise, insofar as
such losses, claims, expenses, damages, liabilities or expenses (or actions in
respect thereof) or settlements, are related to the operations of the Fund and:
(i) arise as a result of any failure by the Fund to provide the services
and furnish the materials under the terms of this Agreement (including
a failure, whether unintentional or in good faith or otherwise, to
comply with the diversification and other qualification requirements
specified in Article VI of this Agreement); or
(ii) arise out of or result from any material breach of any representation
and/or warranty made by the Fund in this Agreement or arise out of or
result from any other material breach of this Agreement by the Fund;
or
(iii) arise out of or result from the incorrect or untimely calculation or
reporting of the daily net asset value per share (subject to Section
1.10 of this Agreement) or dividend or capital gain distribution rate;
26
<PAGE>
as limited by and in accordance with the provisions of Sections 8.3(b) and
8.3(c) hereof.
8.3(b). The Fund shall not be liable under this indemnification provision
with respect to any losses, claims, expenses, damages, liabilities or litigation
to which an Indemnified Party would otherwise be subject by reason of such
Indemnified Party's willful misfeasance, bad faith, or negligence in the
performance of such Indemnified Party's duties or by reason of such Indemnified
Party's reckless disregard of obligations or duties under this Agreement or to
any of the Indemnified Parties.
8.3(c). The Fund shall not be liable under this indemnification provision
with respect to any claim made against an Indemnified Party unless such
Indemnified Party shall have notified the Fund in writing within a reasonable
time after the summons or other first legal process giving information of the
nature of the claim shall have been served upon such Indemnified Party (or after
such Indemnified Party shall have received notice of such service on any
designated agent), but failure to notify the Fund of any such claim shall not
relieve it from any liability which it may have to the Indemnified Party against
whom such action is brought otherwise than on account of this indemnification
provision, except to the extent that the Fund has been prejudiced by such
failure to give notice. In case any such action is brought against the
Indemnified Parties, the Fund will be entitled to participate, at its own
expense, in the defense thereof. The Fund shall also be entitled to assume the
defense thereof, with counsel satisfactory to the party named in the action.
After notice from the Fund to such party of the Fund's election to assume the
defense thereof, the Indemnified Party shall bear the fees and expenses of any
additional counsel retained by it, and the Fund will not be liable to such party
under this Agreement for any legal or other expenses subsequently incurred by
such party independently in connection with the defense thereof other than
reasonable costs of investigation.
8.3(d). ELIC agrees promptly to notify the Fund of the commencement of any
litigation or proceeding against itself or any of its respective officers or
directors in connection with the
27
<PAGE>
Agreement, the issuance or sale of the Contracts, the operation of the Account,
or the sale or acquisition of shares of the Fund.
8.4. Indemnification by the Distributor.
-----------------------------------
8.4(a). The Distributor agrees to indemnify and hold harmless ELIC and its
directors and officers and each person, if any, who controls ELIC within the
meaning of Section 15 of the 1933 Act (collectively, the "Indemnified Parties"
for purposes of this Section 8.4) against any and all losses, claims, expenses,
damages and liabilities (including amounts paid in settlement with the written
consent of the Distributor) or litigation (including reasonable legal and other
expenses) to which the Indemnified Parties may become subject under any statute
or regulation, at common law or otherwise, insofar as such losses, claims,
damages, liabilities or expenses (or actions in respect thereof) or settlements
are related to the sale or acquisition of the Fund's shares or the Contracts
and:
(i) arise out of or are based upon any untrue statement or alleged untrue
statement of any material fact contained in the registration statement
or prospectus or SAI or sales literature or other promotional material
of the Fund prepared by the Fund, Adviser or Distributor (or any
amendment or supplement to any of the foregoing), or arise out of or
are based upon the omission or the alleged omission to state therein a
material fact required to be stated therein or necessary to make the
statements therein not misleading, PROVIDED that this Agreement to
indemnify shall not apply as to any Indemnified Party if such
statement or omission or such alleged statement or omission was made
in reliance upon and in conformity with information furnished in
writing to the Adviser, the Distributor or Fund by or on behalf of
ELIC for use in the registration statement or SAI or prospectus for
the Fund or in sales literature or other promotional material (or any
amendment or supplement to any of the foregoing) or otherwise for use
in connection with the sale of the Contracts or Fund shares; or
(ii) arise out of or as a result of statements or representations (other
than statements or representations contained in the registration
statement, prospectus, SAI, sales literature or other promotional
material for the Contracts not supplied by the Distributor or persons
under its control) or wrongful conduct of the Fund, the Distributor or
Adviser or persons under their control, with respect to the sale or
distribution of the Contracts or Fund shares; or
28
<PAGE>
(iii) arise out of any untrue statement or alleged untrue statement of a
material fact contained in a registration statement, prospectus, SAI,
sales literature or other promotional material covering the Contracts,
or any amendment thereof or supplement thereto, or the omission or
alleged omission to state therein a material fact required to be
stated therein or necessary to make the statement or statements
therein not misleading, if such statement or omission was made in
reliance upon information furnished in writing to ELIC by or on behalf
of the Adviser, the Distributor or Fund; or
(iv) arise as a result of any failure by the Fund, Adviser or Distributor
to provide the services and furnish the materials under the terms of
this Agreement (including a failure, whether unintentional or in good
faith or otherwise, to comply with the diversification and other
qualification requirements specified in Article VI of this Agreement);
or
(v) arise out of or result from any material breach of any representation
and/or warranty made by the Fund, Adviser or Distributor in this
Agreement or arise out of or result from any other material breach of
this Agreement by the Fund, Adviser or Distributor; or
(vi) arise out of or result from the incorrect or untimely calculation or
reporting of the daily net asset value per share (subject to Section
1.10 of this Agreement) or dividend or capital gain distribution rate;
as limited by and in accordance with the provisions of Sections 8.4(b) and
8.4(c) hereof. This indemnification is in addition to and apart from the
responsibilities and obligations of the Distributor specified in Article VI
hereof.
8.4(b). The Distributor shall not be liable under this indemnification
provision with respect to any losses, claims, expenses, damages, liabilities or
litigation to which an Indemnified Party would otherwise be subject by reason of
such Indemnified Party's willful misfeasance, bad faith, or negligence in the
performance or such Indemnified Party's duties or by reason of such Indemnified
Party's reckless disregard of obligations or duties under this Agreement or to
any of the Indemnified Parties.
8.4(c) The Distributor shall not be liable under this indemnification
provision with respect to any claim made against an Indemnified Party unless
such Indemnified Party shall have notified the Distributor in writing within a
reasonable time after the summons or other first legal process
29
<PAGE>
giving information of the nature of the claim shall have been served upon such
Indemnified Party (or after such Indemnified Party shall have received notice of
such service on any designated agent), but failure to notify the Distributor of
any such claim shall not relieve the Distributor from any liability which it may
have to the Indemnified Party against whom such action is brought otherwise than
on account of this indemnification provision, except to the extent that the
Distributor has been prejudiced by such failure to give notice. In case any such
action is brought against the Indemnified Parties, the Distributor will be
entitled to participate, at its own expense, in the defense thereof. The
Distributor also shall be entitled to assume the defense thereof, with counsel
satisfactory to the party named in the action. After notice from the Distributor
to such party of the Distributor's election to assume the defense thereof, the
Indemnified Party shall bear the fees and expenses of any additional counsel
retained by it, and the Distributor will not be liable to such party under this
Agreement for any legal or other expenses subsequently incurred by such party
independently in connection with the defense thereof other than reasonable costs
of investigation.
8.4(d) ELIC agrees to promptly notify the Distributor of the commencement
of any litigation or proceedings against it or any of its officers or directors
in connection with the issuance or sale of the Contracts or the operation of the
Account.
ARTICLE IX. Applicable Law.
---------------
9.1. This Agreement shall be construed and the provisions hereof
interpreted under and in accordance with the laws of the State of New Jersey,
without regard to the New Jersey Conflict of Laws provisions.
9.2. This Agreement shall be subject to the provisions of the 1933, 1934
and 1940 Acts, and the rules and regulations and rulings thereunder, including
such exemptions from those statutes, rules and regulations as the SEC may grant
(including, but not limited to, the Mixed and Shared Funding Exemptive Order)
and the terms hereof shall be interpreted and construed in accordance therewith.
30
<PAGE>
ARTICLE X. Termination.
------------
10.1. This Agreement shall terminate:
(a) at the option of any party, with or without cause, with respect to
some or all Designated Portfolios, upon sixty (60) days advance
written notice delivered to the other parties; provided, however, that
such notice shall not be given earlier than six (6) months following
the date of this Agreement; or
(b) at the option of ELIC by written notice to the other parties with
respect to any Designated Portfolio based upon ELIC's determination
that shares of such Designated Portfolio are not reasonably available
to meet the requirements of the Contracts; or
(c) at the option of ELIC by written notice to the other parties with
respect to any Designated Portfolio in the event any of the Designated
Portfolio's shares are not registered, issued or sold in accordance
with applicable state and/or federal law or such law precludes the use
of such shares as the underlying investment media of the Contracts
issued or to be issued by ELIC; or
(d) at the option of the Fund, Distributor or Adviser in the event
that formal administrative proceedings are instituted against ELIC by
the NASD, the SEC, the Insurance Commissioner or like official of any
state or any other regulatory body regarding ELIC's duties under this
Agreement or related to the sale of the Contracts, the operation of
any Account, or the purchase of the Fund shares, if, in each case, the
Fund, Distributor or Adviser, as the case may be, reasonably
determines in its sole judgment exercised in good faith, that any such
administrative proceedings will have a material adverse effect upon
the ability of ELIC to perform its obligations under this Agreement;
or
(e) at the option of ELIC in the event that formal administrative
proceedings are instituted against the Fund, the Distributor or the
Adviser by the NASD, the SEC, or any state securities or insurance
department or any other regulatory body, if ELIC reasonably determines
in its sole judgment exercised in good faith, that any such
administrative proceedings will have a material adverse effect upon
the ability of the Fund, the Distributor or the Adviser to perform
their obligations under this Agreement; or
(f) at the option of ELIC by written notice to the Fund with respect
to any Designated Portfolio if ELIC reasonably believes that the
Designated Portfolio will fail to meet the Section 817(h)
diversification requirements or Subchapter M qualifications specified
in Article VI hereof; or
31
<PAGE>
(g) at the option of either the Fund, the Distributor or the Adviser,
if (i) the Fund, Distributor or Adviser, respectively, shall
determine, in its sole judgment reasonably exercised in good faith,
that ELIC has suffered a material adverse change in its business or
financial condition or is the subject of material adverse publicity
and that material adverse change or publicity will have a material
adverse impact on ELIC's ability to perform its obligations under this
Agreement, (ii) the Fund, Distributor or Adviser notifies ELIC of that
determination and its intent to terminate this Agreement, and (iii)
after considering the actions taken by ELIC and any other changes in
circumstances since the giving of such a notice, the determination of
the Fund, Distributor or Adviser shall continue to apply on the
sixtieth (60th) day following the giving of that notice, which
sixtieth day shall be the effective date of termination; or
(h) at the option of ELIC, if (i) ELIC shall determine, in its sole
judgment reasonably exercised in good faith, that the Fund,
Distributor or Adviser has suffered a material adverse change in its
business or financial condition or is the subject of material adverse
publicity and that material adverse change or publicity will have a
material adverse impact on the Fund's, Distributor's or Adviser's
ability to perform its obligations under this Agreement, (ii) ELIC
notifies the Fund, Distributor or Adviser, as appropriate, of that
determination and its intent to terminate this Agreement, and (iii)
after considering the actions taken by the Fund, Distributor or
Adviser and any other changes in circumstances since the giving of
such a notice, the determination of ELIC shall continue to apply on
the sixtieth (60th) day following the giving of that notice, which
sixtieth day shall be the effective date of termination; or
(i) at the option of any non-defaulting party hereto in the event of a
material breach of this Agreement by any party hereto (the "defaulting
party") other than as described in Section 10.1(a)-(j); provided, that
the non-defaulting party gives written notice thereof to the
defaulting party, with copies of such notice to all other
non-defaulting parties, and if such breach shall not have been
remedied within thirty (30) days after such written notice is given,
then the non-defaulting party giving such written notice may terminate
this Agreement by giving thirty (30) days written notice of
termination to the defaulting party; or
(j) at any time upon written agreement of all parties to this
Agreement.
10.2. Notice Requirement.
------------------
No termination of this Agreement shall be effective unless and until the party
terminating this Agreement gives prior written notice to all other parties of
its intent to terminate, which notice shall set forth the basis for the
termination. Furthermore,
32
<PAGE>
(a) in the event any termination is based upon the provisions of Article
VII, or the provisions of Section 10.1(a), 10.1(g) or 10.1(h) of this
Agreement, the prior written notice shall be given in advance of the
effective date of termination as required by those provisions unless such
notice period is shortened by mutual written agreement of the parties;
(b) in the event any termination is based upon the provisions of Section
10.1(d), 10.1(e) or 10.1(i) of this Agreement, the prior written notice
shall be given at least sixty (60) days before the effective date of
termination; and
(c) in the event any termination is based upon the provisions of Section
10.1(b), 10.1(c) or 10.1(f), the prior written notice shall be given in
advance of the effective date of termination, which date shall be
determined by the party sending the notice.
10.3. Effect of Termination.
---------------------
Notwithstanding any termination of this Agreement, other than as a result of a
failure by either the Fund or ELIC to meet Section 817(h) of the Code
diversification requirements, the Fund, the Distributor and the Adviser shall,
at the option of ELIC, continue to make available additional shares of the
Designated Portfolio(s) pursuant to the terms and conditions of this Agreement,
for all Contracts in effect on the effective date of termination of this
Agreement (hereinafter referred to as "Existing Contracts"). Specifically,
without limitation, the owners of the Existing Contracts shall be permitted to
reallocate investments in the Designated Portfolio(s), redeem investments in the
Designated Portfolio(s) and/or invest in the Designated Portfolio(s) upon the
making of additional purchase payments under the Existing Contracts. The parties
agree that this Section 10.3 shall not apply to any terminations under Article
VII and the effect of such Article VII terminations shall be governed by Article
VII of this Agreement.
10.4. Surviving Provisions. Notwithstanding any termination of this
Agreement, each party's obligations under Article VIII to indemnify other
parties shall survive and not be affected by any termination of this Agreement.
In addition, with respect to Existing Contracts, all
33
<PAGE>
provisions of this Agreement shall also survive and not be affected by any
termination of this Agreement.
ARTICLE XI. Notices.
--------
Any notice shall be sufficiently given when sent by registered or certified
mail to the other party at the address of such party set forth below or at such
other address as such party may from time to time specify in writing to the
other parties.
If to the Fund:
The Prudential Series Fund, Inc.
Gateway Center Three
100 Mulberry Street, 4th Floor
Newark, NJ 07102-4077
Attention: Secretary
If to the Adviser:
The Prudential Insurance Company of America
751 Broad Street, 21st Floor
Newark, NJ 07102
Attention: Secretary
If to the Distributor:
Prudential Investment Management Services LLC
Gateway Center Three
100 Mulberry Street, 14th Floor
Newark, NJ 07102-4077
Attention: Secretary
If to ELIC:
Myles R. Tashman
Executive Vice President, General Counsel & Secretary
ING Variable Annuities
1475 Dunwoody Drive
West Chester, PA 19380
34
<PAGE>
ARTICLE XII. Miscellaneous.
-------------
12.1. Subject to the requirements of legal process and regulatory
authority, each party hereto shall treat as confidential the names and addresses
of the owners of the Contracts and all information reasonably identified as
confidential in writing by any other party hereto and, except as permitted by
this Agreement, shall not disclose, disseminate or utilize such names and
addresses and other confidential information without the express written consent
of the affected party until such time as such information may come into the
public domain. Without limiting the foregoing, no party hereto shall disclose
any information that another party has designated as proprietary.
12.2. The captions in this Agreement are included for convenience of
reference only and in no way define or delineate any of the provisions hereof or
otherwise affect their construction or effect.
12.3. This Agreement may be executed simultaneously in two or more
counterparts, each of which taken together shall constitute one and the same
instrument.
12.4. If any provision of this Agreement shall be held or made invalid by a
court decision, statute, rule or otherwise, the remainder of the Agreement shall
not be affected thereby.
12.5. Each party hereto shall cooperate with each other party and all
appropriate governmental authorities (including without limitation the SEC, the
NASD and state insurance regulators) and shall permit such authorities
reasonable access to its books and records in connection with any investigation
or inquiry relating to this Agreement or the transactions contemplated hereby.
Notwithstanding the generality of the foregoing, each party hereto further
agrees to furnish the Iowa Commissioner of Insurance with any information or
reports in connection with services provided under this Agreement which such
Commissioner may request in order to ascertain whether the variable annuity
operations of ELIC are being conducted in a
35
<PAGE>
manner consistent with the Iowa Variable Annuity Regulations and any other
applicable law or regulations.
12.6. Any controversy or claim arising out of or relating to this
Agreement, or breach thereof, shall be settled by arbitration in a forum jointly
selected by the relevant parties (but if applicable law requires some other
forum, then such other forum) in accordance with the Commercial Arbitration
Rules of the American Arbitration Association, and judgment upon the award
rendered by the arbitrators may be entered in any court having jurisdiction
thereof.
12.7. The rights, remedies and obligations contained in this Agreement are
cumulative and are in addition to any and all rights, remedies and obligations,
at law or in equity, which the parties hereto are entitled to under state and
federal laws.
12.8. This Agreement or any of the rights and obligations hereunder may not
be assigned by any party without the prior written consent of all parties
hereto.
12.9. ELIC agrees that the obligations assumed by the Fund, Distributor and
the Adviser pursuant to this Agreement shall be limited in any case to the Fund,
Distributor and Adviser and their respective assets and ELIC shall not seek
satisfaction of any such obligation from the shareholders of the Fund,
Distributor or the Adviser, the Directors, officers, employees or agents of the
Fund, Distributor or Adviser, or any of them.
12.10. The Fund, the Distributor and the Adviser agree that the obligations
assumed by ELIC pursuant to this Agreement shall be limited in any case to ELIC
and its assets and neither the Fund, Distributor nor Adviser shall seek
satisfaction of any such obligation from the shareholders of ELIC, the
directors, officers, employees or agents of the ELIC, or any of them.
12.11. No provision of this Agreement may be deemed or construed to modify
or supersede any contractual rights, duties, or indemnifications, as between the
Adviser and the Fund, and the Distributor and the Fund.
36
<PAGE>
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.
EQUITABLE LIFE INSURANCE COMPANY OF IOWA
By its authorized officer,
By: /s/ David L. Jacobson
----------------------------
Title: Assistant Secretary
-------------------------
Date: April 25, 2000
--------------------------
THE PRUDENTIAL SERIES FUND, INC.
By its authorized officer,
By: /s/ John R. Strangfeld
----------------------------
Title: President
-------------------------
Date: April 25, 2000
--------------------------
THE PRUDENTIAL INSURANCE COMPANY OF AMERICA
By its authorized officer,
By: /s/ John R. Strangfeld
----------------------------
Title: Executive Vice President
-------------------------
Date: April 25, 2000
--------------------------
PRUDENTIAL INVESTMENT MANAGEMENT SERVICES LLC
By its authorized officer,
By: /s/ Robert F. Gunia
----------------------------
Title: President
-------------------------
Date: April 25, 2000
--------------------------
37
<PAGE>
SCHEDULE A
----------
Contracts
- ---------
All Deferred Variable Annuity Contracts Issued By Equitable Life Insurance
Company of Iowa Separate Account A
38
<PAGE>
SCHEDULE B
----------
Designated Portfolio(s)
- -----------------------
Prudential Series Fund, Inc.--Prudential Jennison Portfolio
39
<PAGE>
SCHEDULE C
EXPENSES
--------
The Fund and/or the Distributor and/or Adviser, and ELIC will coordinate the
functions and pay the costs of the completing these functions based upon an
allocation of costs in the tables below. Costs shall be allocated to reflect the
Fund's share of the total costs determined according to the number of pages of
the Fund's respective portions of the documents.
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------
PARTY
PARTY RESPONSIBLE RESPONSIBLE FOR
ITEM FUNCTION FOR COORDINATION EXPENSE
- --------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Mutual Fund Printing of combined ELIC ELIC
Prospectus prospectuses
- --------------------------------------------------------------------------------------------------
Fund, Distributor or ELIC Fund, Distributor or
Adviser shall supply Adviser, as
ELIC with such
numbers of the
Designated
Portfolio(s)
prospectus(es) as
ELIC shall reasonably
request
- --------------------------------------------------------------------------------------------------
Distribution ELIC ELIC
(including postage) to
New and Inforce
Clients
- --------------------------------------------------------------------------------------------------
Distribution ELIC ELIC
(including postage) to
Prospective Clients
- --------------------------------------------------------------------------------------------------
Product Prospectus Printing and ELIC ELIC
Distribution for
Inforce and
Prospective Clients
- --------------------------------------------------------------------------------------------------
40
<PAGE>
- --------------------------------------------------------------------------------------------------
PARTY
PARTY RESPONSIBLE RESPONSIBLE FOR
ITEM FUNCTION FOR COORDINATION EXPENSE
- --------------------------------------------------------------------------------------------------
Mutual Fund If Required by Fund, Fund, Distributor or Fund, Distributor or
Prospectus Update & Distributor or Adviser Adviser
Distribution Adviser
- --------------------------------------------------------------------------------------------------
If Required by ELIC ELIC (Fund, ELIC
Distributor or
Adviser to provide
ELIC with document
in PDF format)
- --------------------------------------------------------------------------------------------------
Product Prospectus If Required by Fund, ELIC Fund, Distributor or
Update & Distributor or Adviser
Distribution Adviser
- --------------------------------------------------------------------------------------------------
If Required by ELIC ELIC ELIC
- --------------------------------------------------------------------------------------------------
Mutual Fund SAI Printing Fund, Distributor or Fund, Distributor or
Adviser Adviser
- --------------------------------------------------------------------------------------------------
Distribution ELIC ELIC
(including postage)
- --------------------------------------------------------------------------------------------------
Product SAI Printing ELIC ELIC
- --------------------------------------------------------------------------------------------------
Distribution ELIC ELIC
- --------------------------------------------------------------------------------------------------
Proxy Material for Printing if proxy Fund, Distributor or Fund, Distributor or
Mutual Fund: required by Law Adviser Adviser
- --------------------------------------------------------------------------------------------------
Distribution ELIC Fund, Distributor or
(including labor)if Adviser
proxy required by
Law
- --------------------------------------------------------------------------------------------------
Printing & ELIC ELIC
distribution if
required by ELIC
- --------------------------------------------------------------------------------------------------
Mutual Fund Annual Printing of reports Fund, Distributor or Fund, Distributor or
& Semi-Annual Adviser (Designated Adviser
Report Portfolio only)
- --------------------------------------------------------------------------------------------------
Distribution ELIC ELIC
- --------------------------------------------------------------------------------------------------
41
<PAGE>
- --------------------------------------------------------------------------------------------------
PARTY
PARTY RESPONSIBLE RESPONSIBLE FOR
ITEM FUNCTION FOR COORDINATION EXPENSE
- --------------------------------------------------------------------------------------------------
Other communication If Required by the ELIC Fund, Distributor or
to New and Fund, Distributor or Adviser
Prospective clients Adviser
- --------------------------------------------------------------------------------------------------
If Required by ELIC ELIC ELIC
- --------------------------------------------------------------------------------------------------
Other communication Distribution ELIC Fund, Distributor
to inforce (including labor and or Adviser
printing) if required
by the Fund,
Distributor or
Adviser
- --------------------------------------------------------------------------------------------------
Distribution ELIC ELIC
(including labor and
printing)if required by
ELIC
- --------------------------------------------------------------------------------------------------
Errors in Share Price Cost of error to ELIC Fund or Adviser
calculation pursuant participants
to Section 1.10
- --------------------------------------------------------------------------------------------------
Cost of reasonable ELIC Fund or Adviser
expenses related to
administrative work
to correct error
- --------------------------------------------------------------------------------------------------
Operations of the All operations and Fund, Distributor or Fund or Adviser
Fund related expenses, Adviser
including the cost of
registration and
qualification of
shares, taxes on the
issuance or transfer
of shares, cost of
management of the
business affairs of the
Fund, and expenses
paid or assumed by
the fund pursuant to
any Rule 12b-1 plan
- --------------------------------------------------------------------------------------------------
42
<PAGE>
- --------------------------------------------------------------------------------------------------
PARTY
PARTY RESPONSIBLE RESPONSIBLE FOR
ITEM FUNCTION FOR COORDINATION EXPENSE
- --------------------------------------------------------------------------------------------------
Operations of the Federal registration ELIC ELIC
Account of units of separate
account (24f-2 fees)
- --------------------------------------------------------------------------------------------------
</TABLE>
43
<PAGE>
<PAGE>
<PAGE>
<PAGE>
EXHIBIT 8(vi)
PARTICIPATION AGREEMENT
-----------------------
AMONG
EQUITABLE LIFE INSURANCE COMPANY OF IOWA,
ING VARIABLE INSURANCE TRUST,
ING MUTUAL FUNDS MANAGEMENT CO. LLC
AND
ING FUNDS DISTRIBUTOR, INC.
THIS AGREEMENT, dated as of the 28th day of April 2000, by and among
Equitable Life Insurance Company of Iowa (the "Company"), a life insurance
company organized under the laws of the State of Iowa, on its own behalf and on
behalf of each separate account of the Company set forth on Schedule A hereto as
may be amended from time to time (each such account hereinafter referred to as
the "Account"), ING Variable Insurance Trust (the "Fund"), a management
investment company and business trust organized under the laws of the State of
Delaware, ING Mutual Funds Management Co. LLC (the "Adviser"), a limited
liability company organized under the laws of the State of Delaware, and ING
Funds Distributors, Inc. (the "Distributor"), a corporation organized under the
laws of the State of Iowa.
WHEREAS, the Fund engages in business as an open-end management investment
company and is available to act as the investment vehicle for separate accounts
established for variable life insurance and variable annuity contracts (the
"Variable Insurance Products") to be offered by insurance companies which have
entered into participation agreements with the Fund, Adviser and Distributor
("Participating Insurance Companies");
WHEREAS, the shares of beneficial interest of the Fund are divided into
several series of shares, each designated a "Portfolio" and representing the
interest in a particular managed portfolio of securities and other assets;
WHEREAS, the Fund has obtained, or will obtain before entering into a
Participation Agreement with any other party, an order from the Securities and
Exchange Commission (the "SEC") granting Participating Insurance Companies and
variable annuity and variable life insurance separate accounts exemptions from
the provisions of sections 9(a), 13(a), 15(a), and 15(b) of the Investment
Company Act of 1940, as amended, (the "1940 Act") and Rules 6e-2(b)(15) and
6e-3(T)(b)(15) thereunder, if and to the extent necessary to permit shares of
the Fund to be sold to and held by variable annuity and variable life insurance
separate accounts of both affiliated and unaffiliated life insurance companies
(the "Mixed and Shared Funding Exemptive Order"), and the parties to this
Agreement agree to comply with the conditions or undertakings specified in the
Mixed and Shared Funding Exemptive Order to the extent applicable to each such
party;
WHEREAS, the Fund is registered as an open-end management investment
company under the 1940 Act and shares of the Portfolios are registered under the
Securities Act of 1933, as amended (the "1933 Act");
<PAGE>
WHEREAS, the Adviser, which serves as investment adviser to the Designated
Portfolios (as hereinafter defined) of the Fund, is duly registered as an
investment adviser under the federal Investment Advisers Act of 1940, as
amended;
WHEREAS, the Company has registered or will register certain variable
annuity contracts (the "Contracts") under the 1933 Act;
WHEREAS, the Account is a duly organized, validly existing segregated asset
account, established by the Company under the insurance laws of the State of
Delaware, to set aside and invest assets attributable to the Contracts;
WHEREAS, the Company has registered the Account as a unit investment trust
under the 1940 Act;
WHEREAS, the Company has issued or will issue certain variable life
insurance and/or variable annuity contracts supported wholly or partially by the
Account (the "Contracts"), and said Contracts are listed in Schedule A hereto,
as it may be amended from time to time by mutual written agreement;
WHEREAS, the Distributor, which serves as distributor to the Fund, is
registered as a broker dealer with the SEC under the Securities Exchange Act of
1934, as amended (the "1934 Act"), and is a member in good standing of the
National Association of Securities Dealers, Inc. (the "NASD"); and
WHEREAS, to the extent permitted by applicable insurance laws and
regulations, the Company intends to purchase shares in the Portfolios listed in
Schedule B hereto, as it may be amended from time to time by mutual written
agreement (the "Designated Portfolios") on behalf of the Account to fund the
aforesaid Contracts, and the Distributor is authorized to sell such shares to
the Account at net asset value;
NOW, THEREFORE, in consideration of their mutual promises, the Company, the
Fund, the Adviser, and the Distributor agree as follows:
ARTICLE I. Sale of Fund Shares
-------------------
1.1. The Fund agrees to sell to the Company those shares of the Designated
Portfolios that each Account or the appropriate subaccount of each Account
orders, executing such orders on a daily basis at the net asset value next
computed after receipt and acceptance by the Fund or its designee of the order
for the shares of the Fund. For purposes of this Section 1.1, the Company will
be the designee of the Fund for receipt of such orders from each Account or the
appropriate subaccount of each Account and receipt by such designee will
constitute receipt by the Fund; provided that the Fund receives notice of such
order by 10:00 a.m. Eastern Time on the next following business day ("T+1").
"Business Day" will mean any day on which the New York Stock Exchange is open
for trading and on which the Fund calculates its net asset value pursuant to the
rules of the SEC.
1.2. The Company will pay for Fund shares on T+1 that an order to purchase
Fund shares is made in accordance with Section 1.1 above. Payment will be in
federal funds transmitted by wire. This wire transfer will be initiated by 12:00
p.m. Eastern Time.
1.3. The Fund agrees to make shares of the Designated Portfolios available
indefinitely for purchase at the applicable net asset value per share by
Participating Insurance Companies and their separate accounts on those days on
which the Fund calculates its Designated Portfolio net asset value pursuant to
rules of the SEC and the Fund shall use reasonable efforts to calculate such net
asset value on
-2-
<PAGE>
each day the New York Stock Exchange is open for trading; provided, however,
that the Board of Trustees of the Fund (the "Fund Board") may refuse to sell
shares of any Portfolio to any person, or suspend or terminate the offering of
shares of any Portfolio if such action is required by law or by regulatory
authorities having jurisdiction or is, in the sole discretion of the Fund Board,
acting in good faith and in light of its fiduciary duties under federal and any
applicable state laws, necessary in the best interests of the shareholders of
such Portfolio.
1.4. On each Business Day on which the Fund calculates its net asset value,
the Company will aggregate and calculate the net purchase or redemption orders
for each Account or the appropriate subaccount of each Account maintained by the
Fund in which contractowner assets are invested. Net orders will only reflect
orders that the Company has received prior to the close of regular trading on
the New York Stock Exchange, Inc. (the "NYSE") (currently 4:00 p.m., Eastern
Time) on that Business Day. Orders that the Company has received after the close
of regular trading on the NYSE will be treated as though received on the next
Business Day. Each communication of orders by the Company will constitute a
representation that such orders were received by it prior to the close of
regular trading on the NYSE on the Business Day on which the purchase or
redemption order is priced in accordance with Rule 22c-1 under the 1940 Act.
Other procedures relating to the handling of orders will be in accordance with
the prospectus and statement of information of the relevant Designated Portfolio
or with oral or written instructions that the Distributor or the Fund will
forward to the Company from time to time.
1.5. The Fund agrees that shares of the Fund will be sold only to
Participating Insurance Companies and their separate accounts, qualified pension
and retirement plans or such other persons as are permitted under applicable
provisions of the Internal Revenue Code of 1986, as amended, (the "Internal
Revenue Code"), and regulations promulgated thereunder, the sale to which will
not impair the tax treatment currently afforded the Contracts. No shares of any
Portfolio will be sold to the general public except as set forth in this Section
1.5.
1.6. The Fund agrees to redeem for cash, upon the Company's request, any
full or fractional shares of the Fund held by the Company, executing such
requests on a daily basis at the net asset value next computed after receipt and
acceptance by the Fund or its agent of the request for redemption. For purposes
of this Section 1.6, the Company will be the designee of the Fund for receipt of
requests for redemption from each Account or the appropriate subaccount of each
Account and receipt by such designee will constitute receipt by the Fund,
provided the Fund receives notice of request for redemption by 10:00 a.m.
Eastern Time on the next following Business Day. Payment will be in federal
funds transmitted by wire to the Company's account as designated by the Company
in writing from time to time, on the same Business Day the Fund receives notice
of the redemption order from the Company. The Fund reserves the right to delay
payment of redemption proceeds, but in no event may such payment be delayed
longer than the period permitted by the 1940 Act. The Fund will not bear any
responsibility whatsoever for the proper disbursement or crediting of redemption
proceeds; the Company alone will be responsible for such action. If notification
of redemption is received after 10:00 a.m. Eastern Time, payment for redeemed
shares will be made on the next following Business Day.
1.7. The Company agrees to purchase and redeem the shares of the Designated
Portfolios offered by the then current prospectus of the Fund in accordance with
the provisions of such prospectus.
1.8. Issuance and transfer of the Fund's shares will be by book entry only.
Stock certificates will not be issued to the Company or any Account. Purchase
and redemption orders for Fund shares will be recorded in an appropriate title
for each Account or the appropriate subaccount of each Account.
-3-
<PAGE>
1.9. The Fund will furnish same day notice (by telecopier, followed by
written confirmation) to the Company of the declaration of any income, dividends
or capital gain distributions payable on each Designated Portfolio's shares. The
Company hereby elects to receive all such dividends and distributions as are
payable on the Designated Portfolio shares in the form of additional shares of
that Designated Portfolio. The Fund will notify the Company of the number of
shares so issued as payment of such dividends and distributions. The Company
reserves the right to revoke this election upon reasonable prior notice to the
Fund and to receive all such dividends and distributions in cash.
1.10. The Fund will make the net asset value per share for each Designated
Portfolio available to the Company on a daily basis as soon as reasonably
practical after the net asset value per share is calculated and will use its
best efforts to make such net asset value per share available by 6:00 p.m.,
Eastern Time, but in no event later than 7:00 p.m., Eastern Time, each Business
Day.
1.11. In the event adjustments are required to correct any error in the
computation of the net asset value of the Fund's shares, the Fund or the
Distributor will notify the Company as soon as practicable after discovering the
need for those adjustments that result in an aggregate reimbursement of $150 or
more to any one subaccount of each Account maintained by a Designated Portfolio
unless notified otherwise by the Company (or, if greater, results in an
adjustment of $10 or more to each contractowner's account). Any such notice will
state for each day for which an error occurred the incorrect price, the correct
price and, to the extent communicated to the Fund's shareholders, the reason for
the price change. The Company may send this notice or a derivation thereof (so
long as such derivation is approved in advance by the Distributor or the
Adviser) to contractowners whose accounts are affected by the price change. The
parties will negotiate in good faith to develop a reasonable method for
effecting such adjustments. The Fund shall provide the Company, on behalf of the
Account or the appropriate subaccount of each Account, with a prompt adjustment
to the number of shares purchased or redeemed to reflect the correct share net
asset value.
1.12.
(a) The parties hereto acknowledge that the arrangement contemplated
by this Agreement is not exclusive; the Fund's shares may be sold to other
insurance companies (subject to Section 1.5 hereof) and the cash value of
the Contracts may be invested in other investment companies, provided,
however, that until this Agreement is terminated pursuant to Article X, the
Company shall promote the Designated Portfolios on the same basis as other
funding vehicles available under the Contracts and funding vehicles other
than those listed on Schedule B to this Agreement may be available for the
investment of the cash value of the Contracts.
(b) The Company shall not, without prior notice to the Advisor and the
Distributor (unless otherwise required by applicable law), take any action
to operate the Account as a management investment company under the 1940
Act.
(c) The Company shall not, without prior notice to the Advisor and the
Distributor (unless otherwise required by applicable law), induce
contractowners to change or modify the Fund or change the Fund's
distributor or investment adviser.
(d) The Company shall not, without prior notice to the Fund, induce
contractowners to vote on any matter submitted for consideration by the
shareholders of the Fund in a manner other than as recommended by the Fund
Board.
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ARTICLE II. Representations and Warranties
------------------------------
2.1. The Company represents and warrants that the Contracts are or will be
registered under the 1933 Act and that the Contracts will be issued and sold in
compliance with all applicable federal and state laws, including state insurance
suitability requirements. The Company further represents and warrants that it is
an insurance company duly organized and in good standing under applicable law
and that it has legally and validly established each Account as a separate
account under applicable state law and has registered the Account as a unit
investment trust in accordance with the provisions of the 1940 Act to serve as a
segregated investment account for the Contracts, and that it will maintain such
registration for so long as any Contracts are outstanding. The Company will
amend the registration statement under the 1933 Act for the Contracts and the
registration statement under the 1940 Act for the Account from time to time as
required in order to effect the continuous offering of the Contracts or as may
otherwise be required by applicable law. The Company will register and qualify
the Contracts for sale in accordance with the securities laws of the various
states only if and to the extent deemed necessary by the Company.
2.2. The Company represents that the Contracts are currently and at the
time of issuance will be treated as endowment, annuity or life insurance
contracts under applicable provisions of the Internal Revenue Code, and that it
will make every effort to maintain such treatment and that it will notify the
Fund and the Adviser immediately upon having a reasonable basis for believing
that the Contracts have ceased to be so treated or that they might not be so
treated in the future.
2.3. The Company represents and warrants that it will not purchase shares
of the Designated Portfolios with assets derived from tax-qualified retirement
plans except, indirectly, through Contracts purchased in connection with such
plans.
2.4. The Fund represents and warrants that Fund shares of the Designated
Portfolios sold pursuant to this Agreement will be registered under the 1933 Act
and duly authorized for issuance in accordance with applicable law and that the
Fund is and will remain registered under the 1940 Act for as long as such shares
of the Designated Portfolios are outstanding. The Fund will amend the
registration statement for its shares under the 1933 Act and the 1940 Act from
time to time as required in order to effect the continuous offering of its
shares. The Fund will register and qualify the shares of the Designated
Portfolios for sale in accordance with the laws of the various states only if
and to the extent deemed advisable by the Fund.
2.5. The Fund represents that it is currently qualified as a Regulated
Investment Company under Subchapter M of the Internal Revenue Code, and that it
will make every effort to maintain such qualification (under Subchapter M or any
successor or similar provision) and that it will notify the Company immediately
upon having a reasonable basis for believing that it has ceased to so qualify or
that it might not so qualify in the future.
2.6. The Fund represents and warrants that in performing the services
described in this Agreement, the Fund will comply with all applicable laws,
rules and regulations. The Fund makes no representation as to whether any aspect
of its operations (including, but not limited to, fees and expenses and
investment policies, objectives and restrictions) complies with the insurance
laws and regulations of any state. The Fund and the Distributor agree that upon
request they will use their best efforts to furnish the information required by
state insurance laws so that the Company can obtain the authority needed to
issue the Contracts in the various states.
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2.7. The Fund represents and warrants its Fund Board has formulated and
approved a plan under Rule 12b-1 to finance distribution expenses in accordance
with the 1940 Act.
2.8. The Distributor represents and warrants that it will distribute the
Fund shares of the Designated Portfolios in accordance with all applicable
federal and state securities laws including, without limitation, the 1933 Act,
the 1934 Act and the 1940 Act.
2.9. The Fund represents that it is lawfully organized and validly existing
under the laws of the State of Delaware and that it does and will comply in all
material respects with applicable provisions of the 1940 Act.
2.10. The Distributor represents and warrants that it is and will remain
duly registered under all applicable federal and state securities laws and that
it will perform its obligations for the Fund in accordance in all material
respects with any applicable state and federal securities laws.
2.11. The Fund and the Distributor represent and warrant that all of their
trustees, officers, employees, investment advisers, and other
individuals/entities having access to the funds and/or securities of the Fund
are and continue to be at all times covered by a blanket fidelity bond or
similar coverage for the benefit of the Fund in an amount not less than the
minimal coverage as required currently by Rule 17g-(1) of the 1940 Act or
related provisions as may be promulgated from time to time. The aforesaid bond
includes coverage for larceny and embezzlement and is issued by a reputable
bonding company.
ARTICLE III. Prospectuses and Proxy Statements; Voting
-----------------------------------------
3.1. The Fund or the Distributor will provide the Company in conjunction
with the Company's standard printing cycle, at the Company's expense, with as
many copies of the current Fund prospectus for the Designated Portfolios as the
Company may reasonably request for distribution, at the Company's expense, to
prospective contractowners and applicants. The Fund or the Distributor will
provide the Company in conjunction with the Company's standard printing cycle,
at the Company's expense, as many copies of said prospectus as necessary for
distribution, at the Company's expense, to existing contractowners. The Fund or
the Distributor will provide the copies of said prospectus to the Company or to
its mailing agent. If requested by the Company in lieu thereof, the Fund or the
Distributor will provide such documentation, including a computer diskette or a
final copy of a current prospectus set in type at the Fund's or Distributor's
expense, and such other assistance as is reasonably necessary in order for the
Company at least annually (or more frequently if the Fund prospectus is amended
more frequently) to have the Fund's prospectus and the prospectuses of other
mutual funds in which assets attributable to the Contracts may be invested
printed together in one document. If in the event the Fund issues a new
prospectus outside of the Company's standard printing cycle, then the Fund or
the Distributor will provide the Company, at the Fund's or Distributor's
expense, with as many copies of the current Fund prospectus for the Designated
Portfolios as the Company may reasonably request for distribution, at the
Company's expense, to existing and prospective contractowners and applicants.
3.2. The Fund or the Distributor will provide the Company, at the Company's
expense, with as many copies of the statement of additional information as the
Company may reasonably request for distribution, at the Company's expense, to
prospective contractowners and applicants. The Fund or the Distributor will
provide, at the Company's expense, as many copies of said statement of
additional information as necessary for distribution, at the Company's expense,
to any existing contractowner who requests such statement or whenever state or
federal law otherwise requires that such statement be provided. The Fund or the
Distributor will provide the copies of said statement of additional information
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to the Company or to its mailing agent. If requested by the Company in lieu
thereof, the Fund or the Distributor will provide such documentation, including
a computer diskette or a final copy of a current statement of additional
information set in type at the Fund's or Distributor's expense.
3.3. The Fund or the Distributor, at the Fund's or its affiliate's expense,
will provide the Company or its mailing agent with copies of its proxy material,
if any, reports to shareholders and other communications to shareholders in such
quantity as the Company will reasonably require. The Company will distribute
this proxy material, reports and other communications to existing contractowners
and tabulate the votes.
3.4. If and to the extent required by law the Company will:
(a) solicit voting instructions from contractowners;
(b) vote the shares of the Designated Portfolios held in the Account
in accordance with instructions received from contractowners; and
(c) vote shares of the Designated Portfolios held in the Account for
which no timely instructions have been received, as well as shares it owns,
in the same proportion as shares of such Designated Portfolio for which
instructions have been received from the Company's contractowners;
so long as and to the extent that the SEC continues to interpret the 1940 Act to
require pass-through voting privileges for variable contractowners. Except as
set forth above, the Company reserves the right to vote Fund shares held in any
segregated asset account in its own right, to the extent permitted by law. The
Company will be responsible for assuring that each of its separate accounts
participating in the Fund calculates voting privileges in a manner consistent
with all legal requirements, including the Mixed and Shared Funding Exemptive
Order.
3.5. The Fund will comply with all provisions of the 1940 Act requiring
voting by shareholders, and in particular, the Fund either will provide for
annual meetings (except insofar as the SEC may interpret Section 16 of the 1940
Act not to require such meetings) or, as the Fund currently intends to comply
with Section 16(c) of the 1940 Act (although the Fund is not one of the trusts
described in Section 16(c) of that Act) as well as with Sections 16(a) and, if
and when applicable, 16(b). Further, the Fund will act in accordance with the
SEC's interpretation of the requirements of Section 16(a) with respect to
periodic elections of trustees and with whatever rules the SEC may promulgate
with respect thereto.
ARTICLE IV. Sales Material and Information
------------------------------
4.1. The Distributor will provide the Company on a timely basis with
investment performance information for each Designated Portfolio in which the
Company maintains a subaccount of the Account, including total return for the
preceding calendar month and calendar quarter, the calendar year to date, and
the prior one-year, five-year, and ten year (or life of the Fund) periods. The
Company may, based on the SEC mandated information supplied by the Distributor,
prepare communications for contractowners ("Contractowner Materials"). The
Company will provide copies of all Contractowner Materials concurrently with
their first use for the Distributor's internal recordkeeping purposes. It is
understood that neither the Distributor nor any Designated Portfolio will be
responsible for errors or omissions in, or the content of, Contractowner
Materials except to the extent that the error or omission resulted from
information provided by or on behalf of the Distributor or the Designated
Portfolio. Any printed
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information that is furnished to the Company pursuant to
this Agreement other than each Designated Portfolio's prospectus or statement of
additional information (or information supplemental thereto), periodic reports
and proxy solicitation materials is the Distributor's sole responsibility and
not the responsibility of any Designated Portfolio or the Fund. The Company
agrees that the Portfolios, the shareholders of the Portfolios and the officers
and governing Board of the Fund will have no liability or responsibility to the
Company in these respects.
4.2. The Company will not give any information or make any representations
or statements on behalf of the Fund or concerning the Fund in connection with
the sale of the Contracts other than the information or representations
contained in the registration statement, prospectus or statement of additional
information for Fund shares, as such registration statement, prospectus and
statement of additional information may be amended or supplemented from time to
time, or in reports or proxy statements for the Fund, or in published reports
for the Fund which are in the public domain or approved by the Fund or the
Distributor for distribution, or in sales literature or other material provided
by the Fund, Adviser or by the Distributor, except with permission of the
Distributor. Any piece of sales literature or other promotional material
intended to be used by the Company which requires the permission of the
Distributor prior to use will be furnished by Company to the Distributor, or its
designee, at least ten (10) business days prior to its use. No such material
will be used if the Distributor reasonably objects to such use within five (5)
business days after receipt of such material.
Nothing in this Section 4.2 will be construed as preventing the Company or its
employees or agents from giving advice on investment in the Fund.
4.3. The Fund, the Adviser or the Distributor will furnish, or will cause
to be furnished, to the Company or its designee, each piece of sales literature
or other promotional material in which the Company or its Account is named, at
least ten (10) business days prior to its use. No such material will be used if
the Company reasonably objects to such use within five (5) business days after
receipt of such material.
4.4. The Fund, the Adviser and the Distributor will not give any
information or make any representations or statements on behalf of the Company
or concerning the Company, each Account, or the Contracts other than the
information or representations contained in a registration statement, prospectus
or statement of additional information for the Contracts, as such registration
statement, prospectus and statement of additional information may be amended or
supplemented from time to time, or in published reports for each Account or the
Contracts which are in the public domain or approved by the Company for
distribution to contractowners, or in sales literature or other material
provided by the Company, except with permission of the Company. The Company
agrees to respond to any request for approval on a prompt and timely basis.
4.5. The Fund will provide to the Company at least one complete copy of all
registration statements, prospectuses, statements of additional information,
reports, proxy statements, sales literature and other promotional materials,
applications for exemptions, requests for no-action letters, and all amendments
to any of the above, that relate to the Fund or its shares, contemporaneously
with the filing of such document with the SEC, the NASD or other regulatory
authority.
4.6. The Company will provide to the Fund at least one complete copy of all
registration statements, prospectuses, statements of additional information,
reports, solicitations for voting instructions, sales literature and other
promotional materials, applications for exemptions, requests for no action
letters, and all amendments to any of the above, that relate to the Contracts or
each Account, contemporaneously with the filing of such document with the SEC,
the NASD or other regulatory authority.
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4.7. For purposes of this Article IV, the phrase "sales literature or other
promotional material" includes, but is not limited to, advertisements (such as
material published, or designed for use in, a newspaper, magazine, or other
periodical, radio, television, telephone or tape recording, videotape display,
signs or billboards, motion pictures, or other public media, (e.g., on-line
networks such as the Internet or other electronic messages), sales literature
(i.e., any written communication distributed or made generally available to
customers or the public, including brochures, circulars, research reports,
market letters, form letters, seminar texts, reprints or excerpts of any other
advertisements, sales literature, or published article), educational or training
materials or other communications distributed or made generally available to
some or all agents or employees, registration statements, prospectuses,
statements of additional information, shareholder reports, and proxy materials
and any other material constituting sales literature or advertising under the
NASD rules, the 1933 Act or the 1940 Act.
4.8. The Fund and the Distributor hereby consent to the Company's use of
the names ING Mutual Funds Management Co. LLC, ING Variable Insurance Trust, the
portfolio names designated on Schedule B or other designated names as may be
used from time to time in connection with the marketing of the Contracts,
subject to the terms of Sections 4.1 and 4.2 of this Agreement. Such consent
will terminate with the termination of this Agreement.
ARTICLE V. Fees and Expenses
-----------------
5.1. The Fund, the Adviser and the Distributor will pay no fee or other
compensation to the Company under this Agreement except pursuant to Rule 12b-1
under the 1940 Act to finance distribution expenses. The Fund may make Rule
12b-1 payments to the Company or to the underwriter for the Contracts if and in
such amounts agreed to by the Fund in writing.
5.2. All expenses incident to performance by the Fund of this Agreement
will be paid by the Fund to the extent permitted by law. The Fund will bear the
expenses for the cost of registration and qualification of the Fund's shares;
preparation and filing of the Fund's prospectus, statement of additional
information and registration statement, proxy materials and reports; setting in
type and printing proxy materials and reports by it to contractowners (including
the costs of printing a Fund prospectus that constitutes an annual report); the
preparation of all statements and notices required by any federal or state law;
all taxes on the issuance or transfer of the Fund's shares; any expenses
permitted to be paid or assumed by the Fund pursuant to a plan, if any, under
Rule 12b-1 under the 1940 Act; and all other expenses set forth in Article III
of this Agreement.
ARTICLE VI. Diversification and Qualification
---------------------------------
6.1. The Adviser will ensure that the Fund will at all times invest money
from the Contracts in such a manner as to ensure that the Contracts will be
treated as variable annuity contracts under the Internal Revenue Code and the
regulations issued thereunder. Without limiting the scope of the foregoing, the
Fund will comply with Section 817(h) of the Internal Revenue Code and Treasury
Regulation 1.817-5, as amended from time to time, relating to the
diversification requirements for variable annuity, endowment, or life insurance
contracts and any amendments or other modifications to such Section or
Regulation. In the event of a breach of this Article VI by the Fund, it will
take all reasonable steps: (a) to notify the Company of such breach; and (b) to
adequately diversify the Fund so as to achieve compliance within the grace
period afforded by Treasury Regulation 1.817-5.
6.2. The Fund represents that it is or will be qualified as a Regulated
Investment Company under Subchapter M of the Internal Revenue Code, and that it
will make every effort to maintain such
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qualification (under Subchapter M or any
successor or similar provisions) and that it will notify the Company immediately
upon having a reasonable basis for believing that it has ceased to so qualify or
that it might not so qualify in the future.
6.3. The Company represents that the Contracts are currently, and at the
time of issuance shall be, treated as life insurance or annuity insurance
contracts, under applicable provisions of the Internal Revenue Code, and that it
will make every effort to maintain such treatment, and that it will notify the
Fund and the Distributor immediately upon having a reasonable basis for
believing the Contracts have ceased to be so treated or that they might not be
so treated in the future. The Company agrees that any prospectus offering a
contract that is a "modified endowment contract" as that term is defined in
Section 7702A of the Internal Revenue Code (or any successor or similar
provision), shall identify such contract as a modified endowment contract.
ARTICLE VII. Potential Conflicts
-------------------
7.1. The Fund Board will monitor the Fund for the existence of any material
irreconcilable conflict between the interests of the contractowners of all
separate accounts investing in the Fund. An irreconcilable material conflict may
arise for a variety of reasons, including: (a) an action by any state insurance
regulatory authority; (b) a change in applicable federal or state insurance,
tax, or securities laws or regulations, or a public ruling, private letter
ruling, no-action or interpretative letter, or any similar action by insurance,
tax, or securities regulatory authorities; (c) an administrative or judicial
decision in any relevant proceeding; (d) the manner in which the investments of
any Portfolio are being managed; (e) a difference in voting instructions given
by variable annuity contract and variable life insurance contractowners; or (f)
a decision by an insurer to disregard the voting instructions of contractowners.
The Fund Board shall promptly inform the Company if it determines that an
irreconcilable material conflict exists and the implications thereof.
7.2. The Company will report any potential or existing conflicts of which
it is aware to the Fund Board. The Company will assist the Fund Board in
carrying out its responsibilities under the Mixed and Shared Funding Exemptive
Order, by providing the Fund Board with all information reasonably necessary for
the Fund Board to consider any issues raised. This includes, but is not limited
to, an obligation by the Company to inform the Fund Board whenever contractowner
voting instructions are disregarded.
7.3. If it is determined by a majority of the Fund Board, or a majority of
its disinterested members, that a material irreconcilable conflict exists, the
Company and other Participating Insurance Companies shall, at their expense and
to the extent reasonably practicable (as determined by a majority of the
disinterested Fund Board members), take whatever steps are necessary to remedy
or eliminate the irreconcilable material conflict, up to and including: (a)
withdrawing the assets allocable to some or all of the separate accounts from
the Fund or any Portfolio and reinvesting such assets in a different investment
medium, including (but not limited to) another Portfolio of the Fund, or
submitting the question whether such segregation should be implemented to a vote
of all affected contractowners and, as appropriate, segregating the assets of
any appropriate group (i.e., annuity contractowners, life insurance
contractowners, or variable contract owners of one or more Participating
Insurance Companies) that votes in favor of such segregation, or offering to the
affected contractowners the option of making such a change; and (b) establishing
a new registered management investment company or managed separate account.
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7.4. If a material irreconcilable conflict arises because of a decision by
the Company to disregard contractowner voting instructions and that decision
represents a minority position or would preclude a majority vote, the Company
may be required, at the Fund's election, to withdraw the Account's investment in
the Fund and terminate this Agreement with respect to each Account; provided,
however, that such withdrawal and termination shall be limited to the extent
required by the foregoing material irreconcilable conflict as determined by a
majority of the disinterested members of the Fund Board. Any such withdrawal and
termination must take place within six (6) months after the Fund gives written
notice that this provision is being implemented, and until the end of that six
month period the Fund shall continue to accept and implement orders by the
Company for the purchase (and redemption) of shares of the Fund.
7.5. If a material irreconcilable conflict arises because a particular
state insurance regulator's decision applicable to the Company conflicts with
the majority of other state regulators, then the Company will withdraw the
affected Account's investment in the Fund and terminate this Agreement with
respect to such Account within six months after the Fund Board informs the
Company in writing that it has determined that such decision has created an
irreconcilable material conflict; provided, however, that such withdrawal and
termination shall be limited to the extent required by the foregoing material
irreconcilable conflict as determined by a majority of the disinterested
members of the Fund Board. Until the end of the foregoing six month period,
the Fund shall continue to accept and implement orders by the Company for the
purchase (and redemption) of shares of the Fund.
7.6. For purposes of Section 7.3 through 7.6 of this Agreement, a majority
of the disinterested members of the Fund Board shall determine whether any
proposed action adequately remedies any irreconcilable material conflict, but in
no event will the Fund be required to establish a new funding medium for the
Contracts. The Company shall not be required by Section 7.3 to establish a new
funding medium for the Contract if an offer to do so has been declined by vote
of a majority of Contract owners materially adversely affected by the
irreconcilable material conflict. In the event that the Fund Board determines
that any proposed action does not adequately remedy any irreconcilable material
conflict, then the Company will withdraw the Account's investment in the Fund
and terminate this Agreement within six (6) months after the Fund Board informs
the Company in writing of the foregoing determination; provided, however, that
such withdrawal and termination shall be limited to the extent required by any
such material irreconcilable conflict as determined by a majority of the
disinterested members of the Fund Board.
7.7. If and to the extent the Mixed and Shared Funding Exemptive Order or
any amendment thereto contains terms and conditions different from Sections 3.4,
3.5, 3.6, 7.1, 7.2, 7.3, 7.4, and 7.5 of this Agreement, then the Fund and/or
the Participating Insurance Companies, as appropriate, shall take such steps as
may be necessary to comply with the Mixed and Shared Funding Exemptive Order,
and Sections 3.4, 3.5, 3.6, 7.1, 7.2, 7.3, 7.4 and 7.5 of this Agreement shall
continue in effect only to the extent that terms and conditions substantially
identical to such Sections are contained in the Mixed and Shared Funding
Exemptive Order or any amendment thereto. If and to the extent that Rule 6e-2
and Rule 6e-3(T) are amended, or Rule 6e-3 is adopted, to provide exemptive
relief from any provision of the 1940 Act or the rules promulgated thereunder
with respect to mixed or shared funding (as defined in the Mixed and Shared
Funding Exemptive Order) on terms and conditions materially different from those
contained in the Mixed and Shared Funding Exemptive Order, then (a) the Fund
and/or the Participating Insurance Companies, as appropriate, shall take such
steps as may be necessary to comply with Rules 6e-2 and 6e-3(T), as amended, and
Rule 6e-3, as adopted, to the extent such rules are applicable; and (b) Sections
3.5, 3.6, 7.1., 7.2, 7.3, 7.4, and 7.5 of this Agreement shall continue in
effect only to the
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extent that terms and conditions substantially identical to
such Sections are contained in such Rule(s) as so amended or adopted.
ARTICLE VIII. Indemnification
---------------
8.1. Indemnification By the Company
------------------------------
(a) The Company agrees to indemnify and hold harmless the Fund, the
Adviser, the Distributor, and each person, if any, who controls or is
associated with the Fund, the Adviser or the Distributor within the meaning
of such terms under the federal securities laws and any director, trustee,
officer, partner, employee or agent of the foregoing (collectively, the
"Indemnified Parties" for purposes of this Section 8.1) against any and all
losses, claims, expenses, damages, liabilities (including amounts paid in
settlement with the written consent of the Company) or litigation
(including reasonable legal and other expenses), to which the Indemnified
Parties may become subject under any statute, regulation, at common law or
otherwise, insofar as such losses, claims, damages, liabilities or expenses
(or actions in respect thereof) or settlements:
(1) arise out of or are based upon any untrue statements or
alleged untrue statements of any material fact contained in the
registration statement, prospectus or statement of additional
information for the Contracts or contained in the Contracts or sales
literature or other promotional material for the Contracts (or any
amendment or supplement to any of the foregoing), or arise out of or
are based upon the omission or the alleged omission to state therein a
material fact required to be stated or necessary to make such
statements not misleading in light of the circumstances in which they
were made; provided that this agreement to indemnify will not apply as
to any Indemnified Party if such statement or omission or such alleged
statement or omission was made in reliance upon and in conformity with
written information furnished to the Company by the Fund, the Adviser
or the Distributor for use in the registration statement, prospectus
or statement of additional information for the Contracts or in the
Contracts or sales literature (or any amendment or supplement) or
otherwise for use in connection with the sale of the Contracts or Fund
shares; or
(2) arise out of or as a result of statements or representations
by or on behalf of the Company or wrongful conduct of the Company or
persons under its control, with respect to the sale or distribution of
the Contracts or Fund shares; or
(3) arise out of any untrue statement or alleged untrue statement
of a material fact contained in the Fund registration statement,
prospectus, statement of additional information or sales literature or
other promotional material of the Fund (or amendment or supplement) or
the omission or alleged omission to state therein a material fact
required to be stated therein or necessary to make such statements not
misleading in light of the circumstances in which they were made, if
such a statement or omission was made in reliance upon and in
conformity with information furnished to the Fund by or on behalf of
the Company or persons under its control; or
(4) arise as a result of any failure by the Company to provide
the services and furnish the materials under the terms of this
Agreement; or
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(5) arise out of any material breach of any representation and/or
warranty made by the Company in this Agreement or arise out of or
result from any other material breach by the Company of this
Agreement;
except to the extent provided in Sections 8.1(b) and 8.3 hereof. This
indemnification will be in addition to any liability that the Company
otherwise may have.
(b) No party will be entitled to indemnification under Section 8.1(a)
to the extent such loss, claim, damage, liability or litigation is due to
the willful misfeasance, bad faith, or gross negligence in the performance
of such party's duties under this Agreement, or by reason of such party's
reckless disregard of its obligations or duties under this Agreement by the
party seeking indemnification.
(c) The Indemnified Parties promptly will notify the Company of the
commencement of any litigation, proceedings, complaints or actions by
regulatory authorities against them in connection with the issuance or sale
of the Fund shares or the Contracts or the operation of the Fund.
8.2. Indemnification By the Adviser, the Fund and the Distributor
------------------------------------------------------------
(a) The Adviser, the Fund and the Distributor, in each case solely to
the extent relating to such party's responsibilities hereunder, agree to
indemnify and hold harmless the Company and each person, if any, who
controls or is associated with the Company within the meaning of such terms
under the federal securities laws and any director, trustee, officer,
partner, employee or agent of the foregoing (collectively, the "Indemnified
Parties" for purposes of this Section 8.2) against any and all losses,
claims, expenses, damages, liabilities (including amounts paid in
settlement with the written consent of the Adviser) or litigation
(including reasonable legal and other expenses) to which the Indemnified
Parties may become subject under any statute, regulation, at common law or
otherwise, insofar as such losses, claims, damages, liabilities or expenses
(or actions in respect thereof) or settlements:
(1) arise out of or are based upon any untrue statement or
alleged untrue statement of any material fact contained in the
registration statement, prospectus or statement of additional
information for the Fund or sales literature or other promotional
material of the Fund (or any amendment or supplement to any of the
foregoing), or arise out of or are based upon the omission or the
alleged omission to state therein a material fact required to be
stated or necessary to make such statements not misleading in light of
the circumstances in which they were made; provided that this
agreement to indemnify will not apply as to any Indemnified Party if
such statement or omission or such alleged statement or omission was
made in reliance upon and in conformity with information furnished to
the Adviser, the Distributor or the Fund by or on behalf of the
Company for use in the registration statement, prospectus or statement
of additional information for the Fund or in sales literature of the
Fund (or any amendment or supplement thereto) or otherwise for use in
connection with the sale of the Contracts or Fund shares; or
(2) arise out of or as a result of statements or representations
or wrongful conduct of the Adviser, the Fund or the Distributor or
persons under the control of the Adviser, the Fund or the Distributor
respectively, with respect to the sale of the Fund shares; or
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<PAGE>
(3) arise out of any untrue statement or alleged untrue statement
of a material fact contained in a registration statement, prospectus,
statement of additional information or sales literature or other
promotional material covering the Contracts (or any amendment or
supplement thereto), or the omission or alleged omission to state
therein a material fact required to be stated or necessary to make
such statement or statements not misleading in light of the
circumstances in which they were made, if such statement or omission
was made in reliance upon and in conformity with written information
furnished to the Company by the Adviser, the Fund or the Distributor
or persons under the control of the Adviser, the Fund or the
Distributor; or
(4) arise as a result of any failure by the Fund, the Adviser or
the Distributor to provide the services and furnish the materials
under the terms of this Agreement (including a failure, whether
unintentional or in good faith or otherwise, to comply with the
diversification requirements and procedures related thereto specified
in Article VI of this Agreement); or
(5) arise out of or result from any material breach of any
representation and/or warranty made by the Adviser, the Fund or the
Distributor in this Agreement, or arise out of or result from any
other material breach of this Agreement by the Adviser, the Fund or
the Distributor;
except to the extent provided in Sections 8.2(b) and 8.3 hereof. This
indemnification will be in addition to any liability that the Fund, Adviser
or the Distributor otherwise may have.
(b) No party will be entitled to indemnification under Section 8.2(a)
to the extent such loss, claim, damage, liability or litigation is due to
the willful misfeasance, bad faith, or gross negligence in the performance
of such party's duties under this Agreement, or by reason of such party's
reckless disregard of its obligations or duties under this Agreement by the
party seeking indemnification.
(c) The Indemnified Parties will promptly notify the Adviser, the Fund
and the Distributor of the commencement of any litigation, proceedings,
complaints or actions by regulatory authorities against them in connection
with the issuance or sale of the Contracts or the operation of the account.
8.3. Indemnification Procedure
-------------------------
Any person obligated to provide indemnification under this Article VIII
("Indemnifying Party" for the purpose of this Section 8.3) will not be liable
under the indemnification provisions of this Article VIII with respect to any
claim made against a party entitled to indemnification under this Article VIII
("Indemnified Party" for the purpose of this Section 8.3) unless such
Indemnified Party will have notified the Indemnifying Party in writing within a
reasonable time after the summons or other first legal process giving
information of the nature of the claim will have been served upon such
Indemnified Party (or after such party will have received notice of such service
on any designated agent), but failure to notify the Indemnifying Party of any
such claim will not relieve the Indemnifying Party from any liability which it
may have to the Indemnified Party against whom such action is brought otherwise
than on account of the indemnification provision of this Article VIII, except to
the extent that the failure to notify results in the failure of actual notice to
the Indemnifying Party and such Indemnifying Party is damaged solely as a result
of failure to give such notice. In case any such action is brought against the
Indemnified Party, the
-14-
<PAGE>
Indemnifying Party will be entitled to participate, at
its own expense, in the defense thereof. The Indemnifying Party also will be
entitled to assume the defense thereof, with counsel satisfactory to the party
named in the action. After notice from the Indemnifying Party to the Indemnified
Party of the Indemnifying Party's election to assume the defense thereof, the
Indemnified Party will bear the fees and expenses of any additional counsel
retained by it, and the Indemnifying Party will not be liable to such party
under this Agreement for any legal or other expenses subsequently incurred by
such party independently in connection with the defense thereof other than
reasonable costs of investigation, unless: (a) the Indemnifying Party and the
Indemnified Party will have mutually agreed to the retention of such counsel; or
(b) the named parties to any such proceeding (including any impleaded parties)
include both the Indemnifying Party and the Indemnified Party and representation
of both parties by the same counsel would be inappropriate due to actual or
potential differing interests between them. The Indemnifying Party will not be
liable for any settlement of any proceeding effected without its written consent
but if settled with such consent or if there is a final judgment for the
plaintiff, the Indemnifying Party agrees to indemnify the Indemnified Party from
and against any loss or liability by reason of such settlement or judgment. A
successor by law of the parties to this Agreement will be entitled to the
benefits of the indemnification contained in this Article VIII. The
indemnification provisions contained in this Article VIII will survive any
termination of this Agreement.
8.4 DISTRIBUTOR LIMITATION ON LIABILITY. Notwithstanding the foregoing, the
Distributor shall not be liable to any party to this Agreement for lost profits,
punitive, special, incidental, indirect or consequential damages.
ARTICLE IX. Applicable Law
--------------
9.1 This Agreement shall be construed and the provisions hereof interpreted
under and in accordance with the laws of the State of Delaware.
9.2 This Agreement shall be subject to the provisions of the 1933, 1934 and
1940 Acts, and the rules and regulations and rulings thereunder, including such
exemptions from those statutes, rules and regulations as the SEC may grant
(including, but not limited to, any Mixed and Shared Funding Exemptive Order)
and the terms hereof shall be interpreted and construed in accordance therewith.
If, in the future, the Mixed and Shared Funding Exemptive Order should no longer
be necessary under applicable law, then Article VII shall no longer apply.
ARTICLE X. Termination
-----------
10.1. This Agreement will terminate:
(a) at the option of any party, with or without cause, with respect to
some or all of the Designated Portfolios, upon sixty (60) days' advance
written notice to the other parties or, if later, upon receipt of any
required exemptive relief or orders from the SEC, unless otherwise agreed
in a separate written agreement among the parties; or
(b) at the option of the Company, upon receipt of the Company's
written notice by the other parties, with respect to any Designated
Portfolio if shares of the Designated Portfolio are not reasonably
available to meet the requirements of the Contracts as determined in good
faith by the Company; or
-15-
<PAGE>
(c) at the option of the Company, upon receipt of the Company's
written notice by the other parties, with respect to any Designated
Portfolio in the event any of the Designated Portfolio's shares are not
registered, issued or sold in accordance with applicable state and/or
Federal law or such law precludes the use of such shares as the underlying
investment media of the Contracts issued or to be issued by Company; or
(d) at the option of the Fund, upon receipt of the Fund's written
notice by the other parties, upon institution of formal proceedings against
the Company by the NASD, the SEC, the insurance commission of any state or
any other regulatory body regarding the Company's duties under this
Agreement or related to the sale of the Contracts, the administration of
the Contracts, the operation of the Account, or the purchase of the Fund
shares, provided that the Fund determines in its sole judgment, exercised
in good faith, that any such proceeding would have a material adverse
effect on the Company's ability to perform its obligations under this
Agreement; or
(e) at the option of the Company, upon receipt of the Company's
written notice by the other parties, upon institution of formal proceedings
against the Fund, Adviser or the Distributor by the NASD, the SEC, or any
state securities or insurance department or any other regulatory body,
provided that the Company determines in its sole judgment, exercised in
good faith, that any such proceeding would have a material adverse effect
on the Fund's or the Distributor's ability to perform its obligations under
this Agreement; or
(f) at the option of the Company, upon receipt of the Company's
written notice by the other parties, if the Fund ceases to qualify as a
Regulated Investment Company under Subchapter M of the Internal Revenue
Code, or under any successor or similar provision, or if the Company
reasonably and in good faith believes that the Fund may fail to so qualify;
or
(g) at the option of the Company, upon receipt of the Company's
written notice by the other parties, with respect to any Designated
Portfolio if the Fund fails to meet the diversification requirements
specified in Article VI hereof or if the Company reasonably and in good
faith believes the Fund may fail to meet such requirements; or
(h) at the option of any party to this Agreement, upon written notice
to the other parties, upon another party's material breach of any provision
of this Agreement which material breach is not cured within thirty (30)
days of said notice; or
(i) at the option of the Company, if the Company determines in its
sole judgment exercised in good faith, that either the Fund, the Adviser or
the Distributor has suffered a material adverse change in its business,
operations or financial condition since the date of this Agreement or is
the subject of material adverse publicity which is likely to have a
material adverse impact upon the business and operations of the Company,
such termination to be effective sixty (60) days' after receipt by the
other parties of written notice of the election to terminate; or
(j) at the option of the Fund or the Distributor, if the Fund or the
Distributor respectively, determines in its sole judgment exercised in good
faith, that the Company has suffered a material adverse change in its
business, operations or financial condition since the date of this
Agreement or is the subject of material adverse publicity which is likely
to have a material adverse impact upon the business and operations of the
Fund or the Adviser, such termination to be effective sixty (60) days'
after receipt by the other parties of written notice of the election to
terminate; or
-16-
<PAGE>
(k) at the option of the Company or the Fund upon receipt of any
necessary regulatory approvals and/or the vote of the contractowners having
an interest in the Account (or any subaccount) to substitute the shares of
another investment company for the corresponding Designated Portfolio
shares of the Fund in accordance with the terms of the Contracts for which
those Designated Portfolio shares had been selected to serve as the
underlying investment media. The Company will give sixty (60) days' prior
written notice to the Fund of the date of any proposed vote or other action
taken to replace the Fund's shares; or
(l) at the option of the Company or the Fund upon a determination by a
majority of the Fund Board, or a majority of the disinterested Fund Board
members, that an irreconcilable material conflict exists among the
interests of: (1) all contractowners of variable insurance products of all
separate accounts; or (2) the interests of the Participating Insurance
Companies investing in the Fund as set forth in Article VII of this
Agreement; or
(m) at the option of the Fund in the event any of the Contracts are
not issued or sold in accordance with applicable federal and/or state law.
Termination will be effective immediately upon such occurrence without
notice.
10.2. NOTICE REQUIREMENT. No termination of this Agreement will be
effective unless and until the party terminating this Agreement gives prior
written notice to all other parties of its intent to terminate, which notice
will set forth the basis for the termination.
10.3. EFFECT OF TERMINATION. Notwithstanding any termination of this
Agreement, the Fund and the Distributor will, at the option of the Company,
continue to make available additional shares of the Fund pursuant to the terms
and conditions of this Agreement, for all Contracts in effect on the effective
date of termination of this Agreement ( hereinafter referred to as "Existing
Contracts.") . Specifically, without limitation, the owners of the Existing
Contracts will be permitted to reallocate investments in the Portfolios (as in
effect on such date), redeem investments in the Portfolios and/or invest in the
Portfolios upon the making of additional purchase payments under the Existing
Contracts.
10.4. SURVIVING PROVISIONS. Notwithstanding any termination of this
Agreement, each party's obligations under Article VIII to indemnify other
parties will survive and not be affected by any termination of this Agreement.
In addition, each party's obligations under Section 12.7 will survive and not be
affected by any termination of this Agreement. Finally, with respect to Existing
Contracts, all provisions of this Agreement also will survive and not be
affected by any termination of this Agreement.
ARTICLE XI. Notices
-------
11.1. Any notice shall be sufficiently given when sent by registered or
certified mail to the other party at the address of such party set forth below
or at such other address as such party may from time to time specify in writing
to the other party.
If to the Fund: ING Variable Insurance Trust
c/o Louis Citron
1475 Dunwoody Drive
West Chester, PA 19380
If to the Company: Equitable Life Insurance Company of Iowa
c/o Myles Tashman
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<PAGE>
Executive Vice President and General Counsel
1475 Dunwoody Drive
West Chester, PA 19380
If to Adviser: ING Mutual Funds Management Co. LLC
c/o Louis Citron
1475 Dunwoody Drive
West Chester, PA 19380
If to Distributor: ING Funds Distributor, Inc
c/o Donald Brostrom
1475 Dunwoody Drive
West Chester, PA 19380
ARTICLE XII. Miscellaneous
-------------
12.1. All persons dealing with the Fund must look solely to the property of
the Fund for the enforcement of any claims against the Fund as neither the
directors, trustees, officers, partners, employees, agents or shareholders
assume any personal liability for obligations entered into on behalf of the
Fund. No Portfolio or series of the Fund will be liable for the obligations or
liabilities of any other Portfolio or series.
12.2. The Fund, the Adviser and the Distributor acknowledge that the
identities of the customers of the Company or any of its affiliates, except for
customers of the Adviser or its affiliates (collectively the "Company Protected
Parties" for purposes of this Section 12.2), information maintained regarding
those customers, and all computer programs and procedures or other information
developed or used by the Company Protected Parties or any of their employees or
agents in connection with the Company's performance of its duties under this
Agreement are the valuable property of the Company Protected Parties. The Fund,
the Adviser and the Distributor agree that if they come into possession of any
list or compilation of the identities of or other information about the Company
Protected Parties' customers, or any other information or property of the
Company Protected Parties, other than such information as is publicly available
or as may be independently developed or compiled by the Fund, the Adviser or the
Distributor from information supplied to them by the Company Protected Parties'
customers who also maintain accounts directly with the Fund, the Adviser or the
Distributor, the Fund, the Adviser and the Distributor will hold such
information or property in confidence and refrain from using, disclosing or
distributing any of such information or other property except: (a) with the
Company's prior written consent; or (b) as required by law or judicial process.
The Company acknowledges that the identities of the customers of the Fund, the
Adviser, the Distributor or any of their affiliates (collectively the "Adviser
Protected Parties" for purposes of this Section 12.2), information maintained
regarding those customers, and all computer programs and procedures or other
information developed or used by the Adviser Protected Parties or any of their
employees or agents in connection with the Fund's, the Adviser's or the
Distributor's performance of their respective duties under this Agreement are
the valuable property of the Adviser Protected Parties. The Company agrees that
if it comes into possession of any list or compilation of the identities of or
other information about the Adviser Protected Parties' customers, or any other
information or property of the Adviser Protected Parties, other than such
information as is publicly available or as may be independently developed or
compiled by the Company from information supplied to them by the Adviser
Protected Parties' customers who also maintain accounts directly with the
Company, the Company will hold such information or property in confidence and
refrain from using, disclosing or distributing any of such information or other
property except: (a) with the Fund's, the Adviser's or the Distributor's prior
written
-18-
<PAGE>
consent; or (b) as required by law or judicial process. Each party
acknowledges that any breach of the agreements in this Section 12.2 would result
in immediate and irreparable harm to the other parties for which there would be
no adequate remedy at law and agree that in the event of such a breach, the
other parties will be entitled to equitable relief by way of temporary and
permanent injunctions, as well as such other relief as any court of competent
jurisdiction deems appropriate.
12.3. The captions in this Agreement are included for convenience of
reference only and in no way define or delineate any of the provisions hereof or
otherwise affect their construction or effect.
12.4. This Agreement may be executed simultaneously in two or more
counterparts, each of which taken together will constitute one and the same
instrument.
12.5. If any provision of this Agreement will be held or made invalid by a
court decision, statute, rule or otherwise, the remainder of the Agreement will
not be affected thereby.
12.6. This Agreement will not be assigned by any party hereto without the
prior written consent of all the parties.
12.7. Each party to this Agreement will maintain all records required by
law, including records detailing the services it provides. Such records will be
preserved, maintained and made available to the extent required by law and in
accordance with the 1940 Act and the rules thereunder. Each party to this
Agreement will cooperate with each other party and all appropriate governmental
authorities (including without limitation the SEC, the NASD and state insurance
regulators) and will permit each other and such authorities reasonable access to
its books and records in connection with any investigation or inquiry relating
to this Agreement or the transactions contemplated hereby. Upon request by the
Fund or the Distributor, the Company agrees to promptly make copies or, if
required, originals of all records pertaining to the performance of services
under this Agreement available to the Fund or the Distributor, as the case may
be. The Fund agrees that the Company will have the right to inspect, audit and
copy all records pertaining to the performance of services under this Agreement
pursuant to the requirements of any state insurance department. Each party also
agrees to promptly notify the other parties if it experiences any difficulty in
maintaining the records in an accurate and complete manner. This provision will
survive termination of this Agreement.
12.8. Each party represents that the execution and delivery of this
Agreement and the consummation of the transactions contemplated herein have been
duly authorized by all necessary corporate or board action, as applicable, by
such party and when so executed and delivered this Agreement will be the valid
and binding obligation of such party enforceable in accordance with its terms.
12.9. The parties to this Agreement may amend the schedules to this
Agreement from time to time to reflect changes in or relating to the Contracts,
the Accounts or the Designated Portfolios of the Fund or other applicable terms
of this Agreement.
12.10. The rights, remedies and obligations contained in this Agreement are
cumulative and are in addition to any and all rights.
12.11. The names "ING Variable Insurance Trust" and "Trustees of ING
Variable Insurance Trust" refer respectively to the trust created and the
Trustees, as trustees but not individually or personally, acting from time to
time under a Declaration of Trust dated July 15, 1999 which is hereby referred
to and a copy of which is at the principal office of the Fund. The obligations
of "ING Variable
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<PAGE>
Insurance Trust" entered into in the name or on behalf thereof
by any of the Trustees, representatives or agents are made not individually, but
in such capacities, and are not binding upon any of the Trustees, Shareholders,
or representatives of the Fund personally, but bind only the Trust Property, and
all persons dealing with any class of Shares of the Fund must look solely to the
Trust Property belonging to such class for the enforcement of any claims against
the Fund.
IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement to
be executed in its name and on its behalf by its duly authorized representative
and its seal to be hereunder affixed hereto as of the date specified below:
EQUITABLE LIFE INSURANCE
COMPANY OF IOWA:
By: /s/ David L. Jacobson
------------------------------------
Title: Assistant Secretary
---------------------------------
Date: April 25, 2000
----------------------------------
ING VARIABLE INSURANCE TRUST:
By: /s/ Louis S. Citron
------------------------------------
Title: Vice President
---------------------------------
Date: April 25, 2000
----------------------------------
ING MUTUAL FUNDS MANAGEMENT CO. LLC :
By: /s/ Louis S. Citron
------------------------------------
Title: Senior Vice President and
General Counsel
---------------------------------
Date: April 25, 2000
----------------------------------
ING FUNDS DISTRIBUTOR, Inc.
By: /s/ Donald E. Brostrom
------------------------------------
Title: Chief Financial Officer and
Treasurer
---------------------------------
Date: April 25, 2000
----------------------------------
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<PAGE>
SCHEDULE A
EQUITABLE LIFE INSURANCE COMPANY OF IOWA
CONTRACTS AND SEPARATE ACCOUNT(S)
CONTRACT(S):
Deferred Combination Variable and Fixed Annuity Contracts
SEPARATE ACCOUNT(S):
Equitable Life Insurance Company of Iowa - Equitable Life
Insurance Company of Iowa Separate Account A
SCHEDULE B
ING VARIABLE INSURANCE TRUST
DESIGNATED PORTFOLIOS
PORTFOLIOS:
ING International Equity Fund
ING Global Brand Names Fund
Schedule Date: April 28, 2000
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<PAGE>
<PAGE>
<PAGE>
<PAGE>
April 19, 2000
Board of Directors
Equitable Life Insurance Company of Iowa
909 Locust Street
Des Moines, Iowa 50309
RE: Opinion and Consent of Counsel, Equitable Life
Insurance Company of Iowa Separate Account A
Gentlemen:
You have requested my Opinion of Counsel in connection with the filing with
the Securities and Exchange Commission of a Registration Statement on Form
N-4 for the Individual Flexible Purchase Payment Deferred Variable and Fixed
Annuity Contracts (the "Contracts") to be issued by Equitable Life Insurance
Company of Iowa and its separate account, Equitable Life Insurance Company
of Iowa Separate Account A.
I have made such examination of the law and have examined such records and
documents as in my judgment are necessary or appropriate to enable me to
render the opinions expressed below.
I am of the opinion that:
1. Equitable Life Insurance Company of Iowa Separate Account A is a Unit
Investment Trust as that term is defined in Section 4(2) of the Investment
Company Act of 1940 (the "Act"), and is currently registered with the
Securities and Exchange Commission, pursuant to Section 8(a) of the Act.
2. Upon the acceptance of purchase payments made by an Owner pursuant to
a Contract issued in accordance with the Prospectus contained in the
Registration Statement and upon compliance with applicable law, such an
Owner will have a legally-issued, fully paid, non-assessable contractual
interest under such Contract.
You may use this opinion letter, or a copy thereof, as an exhibit to the
Registration Statement.
I consent to the reference to my name under the caption "Legal Opinions"
contained in the Statement of Additional Information which forms a part of
the Registration Statement.
Sincerely,
/s/ James R. Mumford
- ----------------------
James R. Mumford
General Counsel and Secretary
JRM/rlp
Equitable Life Insurance Company of Iowa
USG Annuity & Life Company/r/
United Life & Annuity Insurance Company
----------------------------------------
909 Locust Street * Des Moines, Iowa 50309-2899
<PAGE>
<PAGE>
<PAGE>
<PAGE>
EXHIBIT 10 - Consent of Ernst & Young LLP, Independent Auditors
We consent to the reference to our firm under the captions "Experts" in
the Prospectuses and Statements of Additional Information, and to the use
of our reports dated February 4, 2000, with respect to the financial
statements of Equitable Life Insurance Company of Iowa, and February
25, 2000, with respect to the financial statements of Equitable
Life Insurance Company of Iowa Separate Account A in Post-Effective
Amendment No. 11 to the Registration Statement under the Securities Act
of 1933 (Form N-4 No. 33-79170) and related Prospectuses of Equitable Life
Insurance Company of Iowa Separate Account A.
/s/ Ernst & Young LLP
Des Moines, Iowa
April 21, 2000
<PAGE>
<PAGE>
<PAGE>
<PAGE>
EXHIBIT 15
Equitable Life Insurance Company of Iowa
909 Locust Street, Des Moines, Iowa 50309
Phone: (515) 698-7001
Fax: (515) 698-7615
Power of Attorney
Know all persons by these presents, that the undersigned, being
duly elected Directors and officers of Equitable Life Insurance
Company of Iowa ("Equitable Life"), 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 Equitable Life registration statements, and current
amendments to registration statements, and to file the same, with
all exhibits therto, on or before May 1, 2000, with the
Securities and Exchange Commission, granting unto said attorneys-
in-fact and agents full power and authority to do and perform
each and every act and thing requisite and necessary to be done,
as fully to all intents and purposes as he or she might or could
do in person, hereby ratifying and affirming all that said
attorneys-in-fact and agents, or any of them, or his or her
substitute or substitutes, may lawfully do or cause to be done by
virtue thereof:
* Post-Effective Amendment designated No. 11 to Separate
Account A of Equitable Life's Registration Statement on Form N-4
(Nos. 033-79170; 811-8524)
Signature Title Date
- --------- ----- ----
/s/ Barnett Chernow
- ---------------------- Director, Chairman and April 7, 2000
Barnett Chernow President
/s/ Michael W. Cunningham
- ------------------------- Director April 11, 2000
Michael W. Cunningham
/s/ Phillip R. Lowery
- ---------------------- Director April 11, 2000
Phillip R. Lowery
/s/ Mark A. Tullis
- ---------------------- Director April 11, 2000
Mark A. Tullis
/s/ Randy Von Fumetti
- ---------------------- Senior Vice President April 10, 2000
Randy Von Fumetti and Chief Financial
Officer
/s/ James R. Mumford
- ---------------------- Director, General April 10, 2000
James R. Mumford Counsel, Secretary and
Assistant Treasurer
<PAGE>
<PAGE>
<PAGE>
<PAGE> EXHIBIT 16
BHF-Bank AG
BHF Securities Corporation
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.
Ameribest Life Insurance Company
CyberLink Development, Inc.
Equitable of Iowa Companies, Inc.
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
ING Funds Distributor, Inc.
Golden American Life Insurance Company
First Golden American Life Insurance Company of New York
ING Advisors Network, Inc.
ING Insurance Agency, Inc.
Investors Financial Group, Inc.
Carnegie Financial Corporation
Carnegie Securities Corporation
IFG Brokerage Corp.
IFG Insurance Services, Inc.
Compulife, Inc.
IFG Advisory, Inc.
IFG Advisory Services, Inc.
National Alliance of Independent Portfolio Managers, Inc.
IFG Agency, Inc.
IFG Insurance Agency of Massachusetts, Inc.
IFG Insurance Services of Alabama, Inc.
IFG Network, Inc.
IFG Services, Inc.
Investors Financial Planning Inc.
Compulife Investor Services, Inc.
IFG Network Securities, Inc.
Comprehensive Financial Services, Inc.
Pennington, Bass & Associates, Inc.
Planned Investment Resources, Inc.
Planned Investments, Inc.
Locust Street Securities, Inc.
Shiloh Farming Company
Tower Locust, Ltd.
United Life & Annuity Insurance Company
United Variable Services, Inc.
ING America Life Corporation
Georgia US Capital Inc.
Life Insurance Company of Georgia
Powers Ferry Properties, L.P.
Springstreet Associates, Inc.
Life of Georgia Agency, Inc.
Southland Life Insurance Company
Security Life of Denver Insurance Company
First ING Life Insurance Company of New York
First Secured Mortgage Deposit Corporation
ING America Equities
Midwestern United Life Insurance Company
Wilderness Associates
Afore Bital ING, S.A. de C.V.
First Columbine Life Insurance Company
ING Funds Service Co., Inc.
ING Investment Management LLC
ING Mutual Funds Management Company, LLC
ING North America Insurance Corporation
ING Seguros Sociedad Anonima de Capital Variable
ING Payroll Management, Inc.
Lion Custom Investments LLC
Lion Custom Investments II LLC
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.
Quichote, Inc.
QuickQuote Systems, Inc.
QuickQuote Financial, 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.
UC Mortgage Corp.
United Life & Annuity Insurance Company
United Variable Services, Inc.
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.
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