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As Of Filer Filing For·On·As Docs:Size 12/12/07 Sep Acct B of Voya Ins & Annu… Co 485BPOS 12/31/07 3:229K → Separate Account B of Venerable Insurance & Annuity Co. ⇒ Architect Variable Annuity |
Document/Exhibit Description Pages Size 1: 485BPOS Registration Statement HTML 243K 3: EX-99.B10 Auditors Consent HTML 8K 2: EX-99.B9 Opinion and Consent of Counsel HTML 12K
Architect -- Converted by SEC Publisher, created by BCL Technologies Inc., for SEC Filing |
As filed with the Securities and Exchange | Registration No. 333-133944 |
Commission on December 12, 2007 | Registration No. 811-05626 |
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UNITED STATES | ||
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. 5 | [X] |
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 |
Amendment No. | [X] | |||
(Check appropriate box or boxes.) | ||||
SEPARATE ACCOUNT B | ||||
(Exact Name of Registrant) |
ING USA ANNUITY AND LIFE INSURANCE COMPANY |
(Name of Depositor) |
1475 Dunwoody Drive |
West Chester, Pennsylvania 19380-1478 |
(Address of Depositor's Principal Executive Offices) |
Depositor's Telephone Number, including Area Code: (610) 425-3400 |
John S. (Scott) Kreighbaum, Esq. |
ING Americas (U.S. Legal Services) |
1475 Dunwoody Drive, West Chester, Pennsylvania 19380-1478 |
(610) 425-3404 |
(Name and Address of Agent for Service of Process) |
Approximate Date of Proposed Public Offering: As soon as practical after the effective date of the Registration Statement It is proposed that this filing will become effective (check appropriate box): [ ] immediately upon filing pursuant to paragraph (b) of Rule 485 [X] on December 31, 2007 pursuant to paragraph (b) of Rule 485 [ ] 60 days after filing pursuant to paragraph (a)(1) of Rule 485 [ ] on (date) pursuant to paragraph (a)(1) of Rule 485 If appropriate, check the following box: [X] this post-effective amendment designates a new effective date for a previously filed post-effective amendment. Title of Securities Being Registered: Deferred Combination Variable and Fixed Annuity Contracts |
EXPLANATORY NOTE: Each of the Prospectus and Statement of Additional Information, dated April 30, 2007 and as supplemented, is incorporated into Parts A and B, respectively, of this amendment by reference to Post-Effective Amendment No. 2 to this Registration Statement, as filed on April 18, 2007 (Accession No. 0000836687-07-000117). This amendment further supplements the prospectus and does not otherwise delete, amend, or supersede any other information in this registration statement, as previously amended, including exhibits and undertaking. |
SUPPLEMENT Dated December 31, 2007 To The Prospectus Dated April 30, 2007 For |
ING Architect |
Issued By ING USA Annuity and Life Insurance Company Through Its Separate Account B |
This supplement updates the current prospectus for your variable annuity contract. Please read it carefully and keep it with your copy of the prospectus for future reference. If you have any questions, please call our Customer Service Center at 1-800-366-0066. |
1. | Under the “FEES AND EXPENSES” section on page 1, replace the Separate Account | |
Annual Charges Table and the introductory paragraph that precedes it with: |
The next table describes the fees and expenses that you will pay periodically during the time that you own the contract, not including Trust or Fund fees and expenses. Separate Account Annual Charges Contract without any of the optional riders that may be available Annual Contract Administrative Charge1 $40 (We waive this charge if the total of your premium payments is $100,000 or more, or if your contract value at the end of a contract year is $100,000 or more.) |
Enhanced Death Benefits | |||
Standard Death | Quarterly | ||
Benefit | Ratchet | Max 7 | |
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Mortality and Expense Risk Charge 2 | 1.00% | 1.25% | 1.55% |
Asset-Based Administrative Charge | 0.15% | 0.15% | 0.15% |
Total 3 | 1.15% | 1.40% | 1.70% |
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1 We deduct this charge on each contract anniversary and on surrender. |
2 Mortality and Expense Risk Charges for Contracts purchased before January 28, 2008: Standard Death |
Benefit – 0.85%; Quarterly Ratchet – 1.10%; and Max 7 – 1.40%. |
3 These charges are as a percentage of average contract value in each subaccount. These annual charges are |
deducted daily. |
Page 1 of 3 |
ING Architect - 147328 |
2. | Also under the “FEES AND EXPENSES” section on page 3, replace the Maximum Charges and Current Charges Tables and the paragraph that precedes them with: |
The next two tables show the total annual charges you could pay, based on the amounts you have invested in the subaccounts (unless otherwise indicated), for the Contract and each death benefit, and the most expensive combination of riders possible. Maximum and current charges are shown, but not the Annual Contract Administrative Charge. Also, these tables do not show the Trust or Fund fees and expenses. For purposes of these tables, we have assumed that the value of the amounts invested in the subaccounts and the MGIB Charge Base are both the same as the contract value. The charge for the Optional Surrender Charge Schedule rider lasts for your first four contract years. The charge for the Premium Credit rider is for a Contract with the optional surrender charge schedule and lasts for your first four contract years. |
Enhanced Death Benefits | |||
Standard Death | Quarterly | Max 7 | |
MAXIMUM CHARGES | Benefit | Ratchet | |
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Mortality and Expense Risk Charge | 1.00% | 1.25% | 1.55% |
Asset-Based Administrative Charge | 0.15% | 0.15% | 0.15% |
Maximum Premium Credit Rider Charge | 0.50% | 0.50% | 0.50% |
Maximum Optional Surrender Charge Schedule Rider Charge | |||
0.90% | 0.90% | 0.90% | |
Maximum Minimum Guaranteed Income Benefit | |||
Rider Charge (as percentage of the MGIB Charge Base) | |||
1.50% | 1.50% | 1.50% | |
Total | 4.05% | 4.30% | 4.60% |
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Enhanced Death Benefits | |||
Standard Death | Quarterly | Max 7 | |
CURRENT CHARGES | Benefit | Ratchet | |
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Mortality and Expense Risk Charge | 1.00% | 1.25% | 1.55% |
Asset-Based Administrative Charge | 0.15% | 0.15% | 0.15% |
Premium Credit Rider Charge | 0.45% | 0.45% | 0.45% |
Optional Surrender Charge Schedule Rider Charge | 0.45% | 0.45% | 0.45% |
Current Minimum Guaranteed Income Benefit Rider | |||
Charge (as percentage of the MGIB Charge Base) | 0.75% | 0.75% | 0.75% |
Total | 2.80% | 3.05% | 3.35% |
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Also under the “FEES AND EXPENSES” section on page 4, replace the Example with: |
Example This example is intended to help you compare the cost of investing in the Contract with the cost of investing in other variable annuity contracts. The Example assumes that you invest $10,000 in the Contract for the time periods indicated. The costs reflected are the maximum charges for the Contract with the Max 7 Enhanced Death Benefit and the most expensive combination of riders possible. The Example also assumes that your investment has a 5% return each year, and assumes the maximum Trust or Fund fees and expenses. Excluded are premium taxes and any transfer charges. |
Page 2 of 3 |
ING Architect - 147328 |
Although your actual costs may be higher or lower, based on these assumptions, your costs would be:
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1 year | 3 years | 5 years | 10 years |
$1,380 | $2,387 | $3,461 | $6,583 |
2) If you do not surrender your contract: | |||
1 year | 3 years | 5 years | 10 years |
$580 | $1,787 | $3,061 | $6,583 |
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* You cannot annuitize the Contract before the fifth contract anniversary. Compensation is paid for the sale of the Contracts. For information about this compensation, see “Other Contract Provisions – Selling the Contract.” |
4. | Under the “CHARGES AND FEES” section on page 11, Replace the Mortality and Expense Risk Charge Table and the introductory paragraph that precedes it with: |
Charges Deducted from the Subaccounts |
Mortality and Expense Risk Charge. The amount of the mortality and expense risk charge depends on the death benefit you have elected. The charge is deducted on each business day and is a percentage of average daily assets based on the assets you have in each subaccount. The mortality and expense risk charge compensates the Company for death benefit and annuitization risks and the risk that expense charges will not cover actual expenses. The death benefit risk is that actual mortality rates in the aggregate may exceed expected mortality rates. The annuitization risk is that actual mortality rates may be lower than expected mortality rates. If there are any profits from the mortality and expense risk charge, we may use such profits to finance the distribution of contracts. |
Quarterly Ratchet | Max 7 | |
Standard | Enhanced | Enhanced |
Death Benefit | Death Benefit | Death Benefit |
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Annual Charge | Annual Charge | Annual Charge |
1.00% | 1.25% | 1.55% |
Mortality and Expense Risk Charges for Contracts purchased before January 28, 2008: Standard Death Benefit – 0.85%; Quarterly Ratchet – 1.10%; and Max 7 – 1.40% . |
Page 3 of 3 |
ING Architect - 147328 |
SUPPLEMENT Dated December 31, 2007 |
To The Prospectus Dated April 30, 2007 For |
ING GoldenSelect Access | ING GoldenSelect Landmark |
ING GoldenSelect ESII | ING GoldenSelect Premium Plus |
ING GoldenSelect Generations | ING Architect |
Issued By ING USA Annuity and Life Insurance Company Through Separate Account B of ING USA Annuity and Life Insurance Company |
This supplement updates the current prospectus for your variable annuity contract. Please read it carefully and keep it with your copy of the prospectus for future reference. If you have any questions, please call our Customer Contact Center at 1-800-366-0066. |
The following investment portfolios will be available under your Contract – effective January 28, 2008, with more information about them hereby added to “Appendix B – The Investment Portfolios” (and their names hereby added to the list of available investment portfolios toward the front of the prospectus). |
Fund Name and | |
Investment Adviser/Subadviser | Investment Objective |
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ING Investors Trust | |
7337 E. Doubletree Ranch Road, Scottsdale, AZ 85258 | |
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ING American Funds Bond Portfolio | The Portfolio seeks to maximize your level of current income |
(Class S) | and preserve your capital. The Portfolio’s investment objective |
is not fundamental and may be changed without shareholder | |
Investment Adviser: ING Investments, LLC | vote. |
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ING WisdomTreeSM Global High–Yielding Equity Index | The Portfolio seeks investment returns that closely correspond |
Portfolio | to the price and yield performance, before fees and expenses, of |
(Class S) | the WisdomTreeSM Global High-Yielding Equity Index |
(“Index”). The Portfolio’s investment objective is not | |
Investment Adviser: ING Investments, LLC | fundamental and may be changed without a shareholder vote. |
Investment Subadviser: ING Investment Management Co. | |
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Both the ING American Funds Bond Portfolio and ING WisdomTreeSM Global High – Yielding Equity Index Portfolio are Covered Funds for purposes of determining your Contract’s death benefit and the value of your benefits under any living benefit rider, as applicable. The ING American Funds Bond Portfolio is designated as an additional Fixed Allocation Fund and the ING WisdomTreeSM Global High Yielding Equity Index Portfolio as an Accepted Fund for purposes of any living benefit rider’s asset allocation requirements. |
Also, effective January 28, 2008, please note the name change, and that the following investment portfolio of the ING Investors Trust will be reopened to new premium and contract value allocations – with all references in the prospectus hereby changed accordingly. |
ING USA – 147326 |
01/28/2008 |
ING Van Kampen Capital Growth Portfolio | Seeks long-term capital appreciation. |
(Class S) | |
(formerly, ING Van Kampen Equity Growth Portfolio) | |
Investment Adviser: Directed Services LLC | |
Investment Subadviser: Van Kampen | |
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The ING Van Kampen Capital Growth Portfolio is a Covered Fund for purposes of determining your Contract’s death benefit and the value of your benefits under any living benefit rider, as applicable. The ING Van Kampen Capital Growth Portfolio is designated as an Other Fund for purposes of any living benefit rider’s asset allocation requirements. |
ING USA – 147326 |
01/28/2008 |
PART C - OTHER INFORMATION ITEM 24: FINANCIAL STATEMENTS AND EXHIBITS |
Financial Statements: | ||||
(a) | (1) | Included in Part A: | ||
Condensed Financial Information | ||||
(2) | Included in Part B: | |||
Financial Statements of ING USA Annuity and Life Insurance Company: | ||||
- | Report of Independent Registered Public Accounting Firm | |||
- | Statements of Operations for the years ended December 31, 2006, 2005, and 2004 | |||
- | Balance Sheets as of December 31, 2006 and 2005 | |||
- | Statements of Changes in Shareholder’s Equity for the years ended December 31, | |||
2005, and 2004 | ||||
- | Statements of Cash Flows for the years ended December 31, 2006, 2005, and 2004 | |||
- | Notes to Financial Statements | |||
Financial Statements of Separate Account B: | ||||
- | Report of Independent Registered Public Accounting Firm | |||
- | Statements of Assets and Liabilities as of December 31, 2006 | |||
- | Statements of Operations for the year ended December 31, 2006 | |||
- | Statements of Changes in Net Assets for the years ended December 31, 2006 and | |||
- | Notes to Financial Statements |
Exhibits: | ||||
(b) | ||||
(1) | Resolution of the Board of Directors of Depositor authorizing the establishment of the | |||
Registrant, incorporated herein by reference to Post-Effective amendment No. 29 to a | ||||
Registration Statement on form N-4 for Golden American Life Insurance Company Separate | ||||
Account B filed with the Securities and Exchange Commission on April 30, 1999 (File Nos. | ||||
033-23351, 811-05626). | ||||
(2) | Not Applicable. | |||
(3) | a. | Distribution Agreement between the Depositor and Directed Services, Inc., incorporated | ||
herein by reference to Post-Effective amendment No. 29 to a Registration Statement on form | ||||
N-4 for Golden American Life Insurance Company Separate Account B filed with the | ||||
Securities and Exchange Commission on April 30, 1999 (File Nos. 033-23351, 811-05626). | ||||
b. | Form of Dealers Agreement, incorporated herein by reference to Post-Effective amendment | |||
No. 29 to a Registration Statement on form N-4 for Golden American Life Insurance | ||||
Company Separate Account B filed with the Securities and Exchange Commission on April | ||||
30, 1999 (File Nos. 033-23351, 811-05626). | ||||
c. | Organizational Agreement, incorporated herein by reference to Post-Effective amendment | |||
No. 29 to a Registration Statement on form N-4 for Golden American Life Insurance | ||||
Company Separate Account B filed with the Securities and Exchange Commission on April | ||||
30, 1999 (File Nos. 033-23351, 811-05626). |
d. | Addendum to Organizational Agreement, incorporated herein by reference to Post-Effective | |
amendment No. 29 to a Registration Statement on form N-4 for Golden American Life | ||
Insurance Company Separate Account B filed with the Securities and Exchange Commission | ||
on April 30, 1999 (File Nos. 033-23351, 811-05626). | ||
e. | Expense Reimbursement Agreement, incorporated herein by reference to Post-Effective | |
amendment No. 29 to a Registration Statement on form N-4 for Golden American Life | ||
Insurance Company Separate Account B filed with the Securities and Exchange Commission | ||
on April 30, 1999 (File Nos. 033-23351, 811-05626). | ||
f. | Form of Assignment Agreement for Organizational Agreement, incorporated herein by | |
reference to Post-Effective amendment No. 29 to a Registration Statement on form N-4 for | ||
Golden American Life Insurance Company Separate Account B filed with the Securities and | ||
Exchange Commission on April 30, 1999 (File Nos. 033-23351, 811-05626). | ||
g. | Amendment to the Distribution Agreement between ING USA and DSI, incorporated herein | |
by reference to Post-Effective Amendment No. 26 to a Registration Statement on Form N-4 | ||
for ING USA Annuity and Life Insurance Company Separate Account B filed with the | ||
Securities and Exchange Commission on April 13, 2004 (File Nos. 333-28755, 811-05626). | ||
h. | Form of Rule 22c-2 Agreement, incorporated herein by reference to Post-Effective | |
Amendment No. 9 to a Registration Statement on Form N-4 for ReliaStar Life Insurance | ||
Company of New York Separate Account NY-B filed with the Securities and Exchange | ||
Commission on April 11, 2007 (File Nos. 333-115515, 811-07935). | ||
a. | Flexible Premium Deferred Variable Annuity Group Master Contract (IU-MA-3040), | |
incorporated herein by reference to Pre-Effective Amendment No. 1 to a Registration | ||
Statement on Form N-4 for ING USA Annuity and Life Insurance Company Separate | ||
Account B filed with the Securities and Exchange Commission on August 4, 2006 (File Nos. | ||
333-133944, 811-05626). | ||
b. | Flexible Premium Deferred Variable Annuity Certificate (IU-CA-3040), incorporated | |
herein by reference to a Registration Statement on Form N-4 for ING USA Annuity and | ||
Life Insurance Company Separate Account B filed with the Securities and Exchange | ||
Commission on May 9, 2006 (File Nos. 333-133944, 811-05626). | ||
c. | Flexible Premium Deferred Variable Annuity Contract (IU-IA-3040), incorporated | |
herein by reference to a Registration Statement on Form N-4 for ING USA Annuity and | ||
Life Insurance Company Separate Account B filed with the Securities and Exchange | ||
Commission on May 9, 2006 (File Nos. 333-133944, 811-05626). | ||
d. | Surrender Charge Reduction Endorsement (IU-RA-3042), incorporated herein by | |
reference to a Registration Statement on Form N-4 for ING USA Annuity and Life | ||
Insurance Company Separate Account B filed with the Securities and Exchange | ||
Commission on May 9, 2006 (File Nos. 333-133944, 811-05626). | ||
e. | Premium Credit Rider 2% (IU-RA-3043), incorporated herein by reference to a | |
Registration Statement on Form N-4 for ING USA Annuity and Life Insurance | ||
Company Separate Account B filed with the Securities and Exchange Commission on | ||
May 9, 2006 (File Nos. 333-133944, 811-05626). |
f. | Premium Credit Rider 4% (IU-RA-3044), incorporated herein by reference to a | |
Registration Statement on Form N-4 for ING USA Annuity and Life Insurance | ||
Company Separate Account B filed with the Securities and Exchange Commission on | ||
May 9, 2006 (File Nos. 333-133944, 811-05626). | ||
g. | Minimum Guaranteed Income Benefit Rider (IU-RA-1047) (08-06), incorporated herein | |
by reference to a Registration Statement on Form N-4 for ING USA Annuity and Life | ||
Insurance Company Separate Account B filed with the Securities and Exchange | ||
Commission on May 9, 2006 (File Nos. 333-133944, 811-05626). | ||
h. | Minimum Guaranteed Withdrawal Benefit Rider with Reset Option (ING PrincipalGuard) | |
(GA-RA-1046), incorporated herein by reference to Post-Effective Amendment No. 25 to a | ||
Registration Statement on Form N-4 for ING USA Annuity and Life Insurance Company | ||
Separate Account B filed with the Securities and Exchange Commission on February 13, | ||
2004 (File Nos. 333-28679, 811-05626). | ||
i. | Minimum Guaranteed Withdrawal Benefit Rider with Reset Option (ING LifePay) (IU-RA- | |
3023), incorporated herein by reference to Post-Effective Amendment No. 32 to a | ||
Registration Statement on Form N-4 for ING USA Annuity and Life Insurance Company | ||
Separate Account B filed with the Securities and Exchange Commission on August 5, 2005 | ||
(File Nos. 333-28755, 811-05626). | ||
j. | Minimum Guaranteed Withdrawal Benefit Rider with Reset Option (ING Joint LifePay) (IU- | |
RA-3029), incorporated herein by reference to a Registration Statement on Form N-4 for | ||
ING USA Annuity and Life Insurance Company Separate Account B filed with the Securities | ||
and Exchange Commission on May 9, 2006 (File Nos. 333-133944, 811-05626). | ||
k. | Individual Retirement Annuity Rider (GA-RA-1009) (12-02), incorporated herein by | |
reference to Post-Effective Amendment No. 34 to a Registration Statement on Form N-4 for | ||
Golden American Life Insurance Company Separate Account B filed with the Securities and | ||
Exchange Commission on April 15, 2003 (File Nos. 033-23351, 811-05626). | ||
l. | ROTH Individual Retirement Annuity Rider (GA-RA-1038) (12-02), incorporated herein by | |
reference to Post-Effective Amendment No. 34 to a Registration Statement on Form N-4 for | ||
Golden American Life Insurance Company Separate Account B filed with the Securities and | ||
Exchange Commission on April 15, 2003 (File Nos. 033-23351, 811-05626). | ||
m. | Guaranteed Death Benefit and Transfer Endorsement (Standard Death Benefit) (GA-RA- | |
1044-3) (01-02), incorporated herein by reference to Post-Effective Amendment No. 25 to | ||
a Registration Statement on Form N-4 for ING USA Annuity and Life Insurance | ||
Company Separate Account B filed with the Securities and Exchange Commission on | ||
February 13, 2004 (File Nos. 333-28679, 811-05626). | ||
n. | Guaranteed Death Benefit and Transfer Endorsement (Quarterly Ratchet Death Benefit) | |
(GA-RA-1044-2) (10-03), incorporated herein by reference to Post-Effective Amendment | ||
No. 25 to a Registration Statement on Form N-4 for ING USA Annuity and Life Insurance | ||
Company Separate Account B filed with the Securities and Exchange Commission on | ||
February 13, 2004 (File Nos. 333-28679, 811-05626). |
o. | Guaranteed Death Benefit and Transfer Endorsement (Max 7 Death Benefit) (GA-RA- | ||
1044-4) (10-03), incorporated herein by reference to Post-Effective Amendment No. 25 | |||
to a Registration Statement on Form N-4 for ING USA Annuity and Life Insurance | |||
Company Separate Account B filed with the Securities and Exchange Commission on | |||
February 13, 2004 (File Nos. 333-28679, 811-05626). | |||
p. | TSA without Loans 403(b) Rider (GA-RA-1039), incorporated herein by reference to Post- | ||
Effective Amendment No. 29 to a Registration Statement on Form N-4 for Golden American | |||
Life Insurance Company Separate Account B filed with the Securities and Exchange | |||
Commission on April 16, 2003 (File Nos. 033-59261, 811-05626). | |||
q. | Section 72 Rider (GA-RA-1001) (12-94), incorporated herein by reference to a | ||
Registration Statement on Form N-4 for ING USA Annuity and Life Insurance | |||
Company Separate Account B filed with the Securities and Exchange Commission on | |||
May 9, 2006 (File Nos. 333-133944, 811-05626). | |||
r. | Section 72 Rider (GA-RA-1002) (12-94), incorporated herein by reference to a | ||
Registration Statement on Form N-4 for ING USA Annuity and Life Insurance | |||
Company Separate Account B filed with the Securities and Exchange Commission on | |||
May 9, 2006 (File Nos. 333-133944, 811-05626). | |||
s. | Nursing Home Waiver for Group Certificates (GA-RA-1003) (12-94), incorporated | ||
herein by reference to a Registration Statement on Form N-4 for ING USA Annuity and | |||
Life Insurance Company Separate Account B filed with the Securities and Exchange | |||
Commission on May 9, 2006 (File Nos. 333-133944, 811-05626). | |||
t. | Nursing Home Waiver for Individual Certificates (GA-RA-1004) (12-94), incorporated | ||
herein by reference to a Registration Statement on Form N-4 for ING USA Annuity and Life | |||
Insurance Company Separate Account B filed with the Securities and Exchange Commission | |||
on May 9, 2006 (File Nos. 333-133944, 811-05626). | |||
u. | Minimum Guaranteed Withdrawal Benefit Rider with Automatic Reset (ING LifePay | ||
Plus)(IU-RA-3061), incorporated herein by reference to Post-Effective Amendment No. | |||
40 to a Registration Statement on Form N-4 for ING USA Annuity and Life Insurance | |||
Company Separate Account B filed with the Securities and Exchange Commission on | |||
July 25, 2007 (File Nos. 333-28679, 811-05626). | |||
v. | Minimum Guaranteed Withdrawal Benefit Rider with Automatic Reset (ING Joint | ||
LifePay Plus) (IU-RA-3062), incorporated herein by reference to Post-Effective | |||
Amendment No. 40 to a Registration Statement on Form N-4 for ING USA Annuity | |||
and Life Insurance Company Separate Account B filed with the Securities and | |||
Exchange Commission on July 25, 2007 (File Nos. 333-28679, 811-05626). | |||
(5) | Application (138187) (08/07/06), incorporated herein by reference to Pre-Effective | ||
Amendment No. 1 to a Registration Statement on Form N-4 for ING USA Annuity and Life | |||
Insurance Company Separate Account B filed with the Securities and Exchange Commission | |||
on August 4, 2006 (File Nos. 333-133944, 811-05626). |
(6) | a. | Amendment to Articles of Incorporation Providing for the Name Change of Golden | |
American Life Insurance Company, dated (11/21/03), incorporated herein by reference to | |||
Post-Effective Amendment No. 1 to a Registration Statement on Form S-1 for ING USA | |||
Annuity and Life Insurance Company filed with the Securities and Exchange Commission | |||
on April 9, 2007 (File Nos. 333-133076). | |||
b. | Amendment to Articles of Incorporation Providing for the Change in Purpose and Powers | ||
of ING USA Annuity and Life Insurance Company, dated (03/04/04), incorporated herein | |||
by reference to Post-Effective Amendment No. 1 to a Registration Statement on Form S-1 | |||
for ING USA Annuity and Life Insurance Company filed with the Securities and Exchange | |||
Commission on April 9, 2007 (File Nos. 333-133076). | |||
c. | Amended and Restated By-Laws of ING USA Annuity and Life Insurance Company, dated | ||
(12/15/04), incorporated herein by reference to Post-Effective Amendment No. 1 to a | |||
Registration Statement on Form S-1 for ING USA Annuity and Life Insurance Company | |||
filed with the Securities and Exchange Commission on April 9, 2007 (File Nos. 333- | |||
133076). | |||
d. | Resolution of the board of directors for Powers of Attorney, dated (04/23/99), | ||
incorporated herein by reference to Post-Effective Amendment No. 29 to a Registration | |||
Statement on form N-4 for Golden American Life Insurance Company Separate | |||
Account B filed with the Securities and Exchange Commission on April 30, 1999 (File | |||
Nos. 033-23351, 811-05626). | |||
e. | Articles of Merger and Agreement and Plan of Merger of USGALC, ULAIC, ELICI | ||
into GALIC and renamed ING USA Annuity and Life Insurance Company, effective | |||
date (01/01/04), dated (06/25/03), incorporated herein by reference to Post-Effective | |||
Amendment No. 25 to a Registration Statement on Form N-4 for ING USA Annuity and | |||
Life Insurance Company Separate Account B filed with the Securities and Exchange | |||
Commission on February 13, 2004 (File Nos. 333-28679, 811-05626). | |||
(7) | Not Applicable. | ||
(8) | a. | Service Agreement by and between Golden American Life Insurance Company and | |
Directed Services, Inc., incorporated herein by reference to Post-Effective amendment No. | |||
28 to a Registration Statement on form N-4 for Golden American Life Insurance Company | |||
Separate Account B filed with the Securities and Exchange Commission on May 1, 1998 | |||
(File Nos. 033-23351, 811-05626). | |||
b. | Asset Management Agreement between Golden American and ING Investment | ||
Management LLC, incorporated herein by reference to Post-Effective amendment No. | |||
29 to a Registration Statement on form N-4 for Golden American Life Insurance | |||
Company Separate Account B filed with the Securities and Exchange Commission on | |||
April 30, 1999 (File Nos. 033-23351, 811-05626). | |||
c. | Participation Agreement by and between ING Investors Trust, Golden American Life | ||
Insurance Company and Directed Services, Inc., incorporated herein by reference to Post- | |||
Effective Amendment No. 6 to a Registration Statement on Form N-4 for ING USA Annuity | |||
and Life Insurance Company Separate Account B filed with the Securities and Exchange | |||
Commission on April 21, 2005 (File Nos. 333-70600, 811-05626). |
d. | Participation Agreement by and between ING Variable Insurance Trust, Golden American | |
Life Insurance Company and ING Mutual Funds Management Co. LLC and ING Funds | ||
Distributor, Inc., incorporated herein by reference to Post-Effective amendment No. 32 to a | ||
Registration Statement on form N-4 for Golden American Life Insurance Company Separate | ||
Account B filed with the Securities and Exchange Commission on April 26, 2002 (File Nos. | ||
033-23351, 811-05626). | ||
e. | Participation Agreement by and between Pilgrim Variable Products Trust, Golden American | |
Life Insurance Company and Directed Services, Inc., incorporated herein by reference to | ||
Post-Effective amendment No. 32 to a Registration Statement on form N-4 for Golden | ||
American Life Insurance Company Separate Account B filed with the Securities and | ||
Exchange Commission on April 26, 2002 (File Nos. 033-23351, 811-05626). | ||
f. | Amendment to Participation Agreement by and between ING Variable Products Trust, | |
Golden American Life Insurance Company, ING Investments, LLC and ING Funds | ||
Distributor, Inc., incorporated herein by reference to Post-Effective amendment No. 8 to a | ||
Registration Statement on Form N-4 for ING USA Annuity and Life Insurance Company | ||
Separate Account B filed with the Securities and Exchange Commission on December 2, | ||
2005 (File Nos. 333-33914, 811-05626). | ||
g. | Participation Agreement by and between Aetna Variable Portfolios, Inc., Golden American | |
Life Insurance Company and Aeltus Investment Management, Inc., incorporated herein by | ||
reference to Post-Effective Amendment No. 1 to a Registration Statement on Form N-4 for | ||
Golden American Life Insurance Company Separate Account B filed with the Securities and | ||
Exchange Commission on April 29, 2002 (File Nos. 333-70600, 811-05626). | ||
h. | Participation Agreement by and between Portfolio Partners, Inc., Golden American Life | |
Insurance Company and Aetna Life Insurance and Annuity Company, incorporated | ||
herein by reference to Post-Effective Amendment No. 1 to a Registration Statement on | ||
Form N-4 for Golden American Life Insurance Company Separate Account B filed with | ||
the Securities and Exchange Commission on April 29, 2002 (File Nos. 333-70600, 811- | ||
05626). | ||
i. | Amendment to Participation Agreement by and between Portfolio Partners, Inc., Golden | |
American Life Insurance Company and Aetna Life Insurance and Annuity Company, | ||
incorporated herein by reference to Post-Effective Amendment No. 1 to a Registration | ||
Statement on Form N-4 for Golden American Life Insurance Company Separate Account B | ||
filed with the Securities and Exchange Commission on April 29, 2002 (File Nos. 333-70600, | ||
811-05626). | ||
j. | Second Amendment to Participation Agreement by and between ING Partners, Inc., Golden | |
American Life Insurance Company, ING Life Insurance and Annuity Company and ING | ||
Financial Advisers, LLC, incorporated herein by reference to Post-Effective amendment No. | ||
8 to a Registration Statement on Form N-4 for ING USA Annuity and Life Insurance | ||
Company Separate Account B filed with the Securities and Exchange Commission on | ||
December 2, 2005 (File Nos. 333-33914, 811-05626). |
k. | Participation Agreement by and between Fidelity Distributors Corporation, Golden American | ||
Life Insurance Company and Variable Insurance Products Funds, incorporated herein by | |||
reference to Post-Effective amendment No. 32 to a Registration Statement on form N-4 for | |||
Golden American Life Insurance Company Separate Account B filed with the Securities and | |||
Exchange Commission on April 26, 2002 (File Nos. 033-23351, 811-05626). | |||
l. | Amendment to Participation Agreement by and between Fidelity Distributors Corporation | ||
and ING USA Annuity and Life Insurance Company, incorporated herein by reference to | |||
Post-Effective amendment No. 8 to a Registration Statement on Form N-4 for ING USA | |||
Annuity and Life Insurance Company Separate Account B filed with the Securities and | |||
Exchange Commission on December 2, 2005 (File Nos. 333-33914, 811-05626). | |||
m. | Letter Agreement dated May 16, 2007 and effective July 2, 2007 between ING USA | ||
Annuity and Life Insurance Company, Variable Insurance Products Fund, Variable | |||
Insurance Products Fund II, Variable Insurance Products Fund III, Variable Insurance | |||
Products Fund V and Fidelity Distributors Corporation, incorporated by reference to | |||
Post-Effective Amendment No. 3 to the Registration Statement on Form N-4 (File No. | |||
333-117260), as filed on October 23, 2007. | |||
n. | Amended and Restated Participation Agreement as of December 30, 2005 by and among | ||
Franklin Templeton Variable Insurance Products Trust/Templeton Distributors, Inc., | |||
ING Life Insurance and Annuity Company, ING USA Annuity and Life Insurance | |||
Company, ReliaStar Life Insurance Company, ReliaStar Life Insurance Company of | |||
New York and Directed Services, Inc., incorporated herein by reference to Post | |||
Effective Amendment No. 17 of a Registration Statement on Form N-4 for ReliaStar | |||
Life Insurance Company Separate Account NY-B filed with the Securities and | |||
Exchange Commission on February 1, 2007 (File Nos. 333-85618, 811-07935). | |||
o. | Amendment to Participation Agreement as of June 5, 2007 by and between Franklin | ||
Templeton Variable Insurance Products Trust, Franklin/Templeton Distributors, Inc., | |||
ING Life Insurance and Annuity Company, ING USA Annuity and Life Insurance | |||
Company, ReliaStar Life Insurance Company, ReliaStar Life Insurance Company of | |||
New York, and Directed Services, LLC, incorporated herein by reference to Pre- | |||
Effective Amendment No. 1 to a Registration Statement on Form N-4 for ReliaStar Life | |||
Insurance Company of New York Separate Account NY-B filed with the Securities and | |||
Exchange Commission on July 6, 2007 (File Nos. 333-139695, 811-07935). | |||
p. | Participation Agreement by and between ProFunds, Golden American Life Insurance | ||
Company and ProFunds Advisors LLC, incorporated herein by reference to Post-Effective | |||
Amendment No. 8 to a Registration Statement on Form N-4 for ING USA Annuity and Life | |||
Insurance Company Separate Account B filed with the Securities and Exchange Commission | |||
on December 2, 2005 (File Nos. 333-33914, 811-05626). | |||
q. | Amendment to Participation Agreement by and between ProFunds, Golden American Life | ||
Insurance Company and ProFunds Advisors LLC, incorporated herein by reference to Post- | |||
Effective Amendment No. 8 to a Registration Statement on Form N-4 for ING USA Annuity | |||
and Life Insurance Company Separate Account B filed with the Securities and Exchange | |||
Commission on December 2, 2005 (File Nos. 333-33914, 811-05626). | |||
(9) | Opinion and Consent of Counsel, attached. |
(10) | Consent of Independent Registered Public Accounting Firm, attached. | |
(11) | Not Applicable. | |
(12) | Not Applicable. | |
(13) | Powers of Attorney, incorporated herein by reference to Post-Effective Amendment No. | |
2 to a Registration Statement on Form N-4 for ING USA Annuity and Life Insurance | ||
Company Separate Account B filed with the Securities and Exchange Commission on | ||
April 18, 2007 (File Nos. 333-133944, 811-05626). |
ITEM 25: DIRECTORS AND OFFICERS OF THE DEPOSITOR |
Name | Principal Business Address | Position(s) with Depositor | ||
Harry N. Stout* | 1475 Dunwoody Drive | President | ||
West Chester, PA 19380 | ||||
Robert G. Leary | 230 Park Avenue, 13th Floor | Director | ||
New York, NY 10169 | ||||
David A. Wheat* | 5780 Powers Ferry Road | Chief Financial Officer, Director and Executive | ||
Atlanta, GA 30327-4390 | Vice President | |||
Steven T. Pierson* | 5780 Powers Ferry Road | Senior Vice President and Chief Accounting | ||
Atlanta, GA 30327-4390 | Officer | |||
Kathleen A. Murphy* | One Orange Way | Director | ||
Windsor, CT 06095-4774 | ||||
Thomas J. McInerney* | One Orange Way | Director and Chairman | ||
Windsor, CT 06095-4774 | ||||
Catherine H. Smith* | One Orange Way | Director and Senior Vice President | ||
Windsor, CT 06095-4774 | ||||
Bridget M. Healy | 230 Park Avenue, 13th Floor | Director and Chief Legal Officer | ||
New York, NY 10169 | ||||
Valerie G. Brown | 5780 Powers Ferry Road | Executive Vice President | ||
Atlanta, GA 30327-4390 | ||||
Boyd G. Combs | 5780 Powers Ferry Road | Senior Vice President, Tax | ||
Atlanta, GA 30327-4390 | ||||
Daniel Mulheran, Sr. | 20 Washington Avenue South | Senior Vice President | ||
Minneapolis, MN 55401 | ||||
Stephen J. Preston | 1475 Dunwoody Drive | Senior Vice President | ||
West Chester, PA 19380 | ||||
David S. Pendergrass | 5780 Powers Ferry Road | Senior Vice President and Treasurer | ||
Atlanta, GA 30327-4390 | ||||
Michel Perreault | 1475 Dunwoody Drive | Senior Vice President and Appointed Actuary | ||
West Chester, PA 19380 | ||||
Linda E. Senker | 1475 Dunwoody Drive | Vice President and Chief Compliance Officer | ||
West Chester, PA 19380 | ||||
Joy M. Benner | 20 Washington Avenue South | Secretary | ||
Minneapolis, MN 55401 |
*Principal delegated legal authority to execute this registration statement pursuant to Powers of Attorney. ITEM 26: PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH THE DEPOSITOR OR REGISTRANT |
Incorporated herein by reference to Item 26 in Post Effective Amendment No. 6 to Registration Statement on Form N-4 for ING USA Annuity and Life Insurance Company Separate Account EQ as filed with the Securities and Exchange Commission on November 13, 2007 (File Nos. 333-111686, 811-08524). ITEM 27: NUMBER OF CONTRACT OWNERS As of November 30, 2007, there are 1,511 qualified contract owners and 1,642 non-qualified contract owners. |
ITEM 28: INDEMNIFICATION |
ING USA shall indemnify (including therein the prepayment of expenses) any person who is or was a director, officer or employee, or who is or was serving at the request of ING USA as a director, officer or employee of another corporation, partnership, joint venture, trust or other enterprise for expenses (including attorney's fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him with respect to any threatened, pending or completed action, suit or proceedings against him by reason of the fact that he is or was such a director, officer or employee to the extent and in the manner permitted by law. ING USA may also, to the extent permitted by law, indemnify any other person who is or was serving ING USA in any capacity. The Board of Directors shall have the power and authority to determine who may be indemnified under this paragraph and to what extent (not to exceed the extent provided in the above paragraph) any such person may be indemnified. A corporation may procure indemnification insurance on behalf of an individual who is or was a director of the corporation. ING America Insurance Holdings, Inc. maintains a Professional Liability umbrella insurance policy issued by an international insurer. The policy covers ING America Insurance Holdings, Inc. and any company in which ING America Insurance Holdings, Inc. has a controlling interest of 50% or more. This would encompass the principal underwriter as well as the depositor. Additionally, the parent company of ING America Insurance Holdings, Inc., ING Groep N.V., maintains an excess umbrella cover with limits in excess of $125,000,000. The policy provides for the following types of coverage: errors and omissions/professional liability, directors and officers, employment practices, fiduciary and fidelity. Insofar as indemnification for liabilities arising under the Securities Act of 1933, as amended, may be permitted to directors, officers and controlling persons of the Registrant, as provided above or otherwise, the Registrant has been advised that in the opinion of the SEC such indemnification by the Depositor is against public policy, as expressed in the Securities Act of 1933, and therefore may be unenforceable. In the event that a claim of such indemnification (except insofar as it provides for the payment by the Depositor of expenses incurred or paid by a director, officer or controlling person in the successful defense of any action, suit or proceeding) is asserted against the Depositor by such director, officer or controlling person and the SEC is still of the same opinion, the Depositor or Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question of whether such indemnification by the Depositor is against public policy as expressed by the Securities Act of 1933 and will be governed by the final adjudication of such issue. |
ITEM 29: PRINCIPAL UNDERWRITER |
(a) At present, Directed Services LLC, the Registrant's Distributor, serves as principal underwriter for all |
contracts issued by ING USA Annuity and Life Insurance Company. Directed Services LLC is the principal underwriter for Separate Account A, Separate Account B, ING USA Separate Account EQ, ReliaStar Life Insurance Company of New York Separate Account NY-B, Alger Separate Account A of ING USA and the ING Investors Trust. (b) The following information is furnished with respect to the principal officers and directors of Directed Services LLC, the Registrant's Distributor. The principal business address for each officer and director following is 1475 Dunwoody Drive, West Chester, PA 19380-1478, unless otherwise noted. |
Names | Principal Business Address | Positions and Offices with Underwriter | ||
A. Bayard Closser | 7337 E Doubletree Ranch Road | President and Director | ||
Scottsdale, AZ 85258 | ||||
Shaun P. Mathews | 10 State House Square | Director and Executive Vice President | ||
Hartford, CT 06103 | ||||
Robert J. Hughes | Director | |||
Kimberly A. Anderson | 7337 E Doubletree Ranch Road | Senior Vice President | ||
Scottsdale, AZ 85258 | ||||
Michael J. Roland | 7337 E Doubletree Ranch Road | Senior Vice President and Assistant | ||
Scottsdale, AZ 85258 | Secretary | |||
Laurie M. Tillinghast | 10 State House Square | Senior Vice President | ||
Hartford, CT 06103 | ||||
Stanley D. Vyner | 230 Park Ave 13th Floor | Senior Vice President | ||
New York, NY 10169 | ||||
R.E. Gelfand | Chief Financial Officer | |||
Beth G. Shanker | 1290 Broadway | Broker Dealer Chief Compliance Officer | ||
Denver, CO. 80203 | ||||
Joseph M. O’Donnell | 7337 E Doubletree Ranch Road | Investment Advisory Chief Compliance | ||
Scottsdale, AZ 85258 | Officer and Senior Vice President | |||
Julius A. Drelick, III | 7337 E Doubletree Ranch Road | Vice President | ||
Scottsdale, AZ 85258 | ||||
William A. Evans | One Orange Way | Vice President | ||
Windsor, CT 06095-4774 | ||||
Todd R. Modic | 7337 E Doubletree Ranch Road | Vice President | ||
Scottsdale, AZ 85258 | ||||
David S. Pendergrass | 7337 E Doubletree Ranch Road | Vice President and Treasurer | ||
Scottsdale, AZ 85258 | ||||
Joy M. Benner | 20 Washington Avenue South | Secretary | ||
Minneapolis, MN 55401 | ||||
Diana R. Cavender | 20 Washington Avenue South | Assistant Secretary | ||
Minneapolis, MN 55401 | ||||
Randall K. Price | 20 Washington Avenue South | Assistant Secretary | ||
Minneapolis, MN 55401 | ||||
Edwina P.J. Steffer | 20 Washington Avenue South | Assistant Secretary | ||
Minneapolis, MN 55401 | ||||
Susan M. Vega | 20 Washington Avenue South | Assistant Secretary | ||
Minneapolis, MN 55401 | ||||
G. Stephen Wastek | 7337 E Doubletree Ranch Road, | Assistant Secretary | ||
Scottsdale, AZ 85258 | ||||
Bruce Kuennen | Attorney-in-Fact |
(c) | ||||||||
2006 Net | ||||||||
Underwriting | ||||||||
Name of Principal | Discounts and | Compensation | Brokerage | |||||
Underwriter | Commission | on Redemption | Commissions | Compensation | ||||
Directed Services LLC | $429,206,095 | $0 | $0 | $0 |
ITEM 30: LOCATION OF ACCOUNTS AND RECORDS All accounts, books and other documents required to be maintained by Section 31(a) of the 1940 Act and the rules under it relating to the securities described in and issued under this Registration Statement are maintained by the Depositor and located at: 909 Locust Street, Des Moines, Iowa 50309, 1475 Dunwoody Drive, West Chester, PA 19380 and at 5780 Powers Ferry Road, N.W., Atlanta, GA 30327-4390. |
ITEM 31: MANAGEMENT SERVICES |
None. |
ITEM 32: UNDERTAKINGS |
(a) Registrant hereby undertakes to file a post-effective amendment to this registration statement as frequently as it is necessary to ensure that the audited financial statements in the registration statement are never more than 16 months old so long as payments under the variable annuity contracts may be accepted; (b) Registrant hereby undertakes to include either (1) as part of any application to purchase a contract offered by the prospectus, a space that an applicant can check to request a Statement of Additional Information, or (2) a post card or similar written communication affixed to or included in the prospectus that the applicant can remove to send for a Statement of Additional Information; and (c) Registrant hereby undertakes to deliver any Statement of Additional Information and any financial statements required to be made available under this Form promptly upon written or oral request. |
REPRESENTATIONS |
1. | The account meets the definition of a "separate account" under federal securities laws. |
2. | ING USA Annuity and Life Insurance Company hereby represents that the fees and charges deducted |
under the Contract described in the Prospectus, in the aggregate, are reasonable in relation to the services rendered, the expenses to be incurred and the risks assumed by the Company. |
SIGNATURES As required by the Securities Act of 1933 and the Investment Company Act of 1940, the Registrant certifies that it meets the requirement of Securities Act Rule 485(b) for effectiveness of this Post-Effective Amendment to its Registration Statement on Form N-4 and has caused this Post-Effect Amendment to be signed on its behalf in the City of West Chester and Commonwealth of Pennsylvania, on the 12th day of December, 2007. |
SEPARATE ACCOUNT B (Registrant) By: ING USA ANNUITY AND LIFE INSURANCE COMPANY (Depositor) By: _____________ Harry N. Stout* President (Principal Executive Officer) By: /s/ John S. Kreighbaum John S. (Scott) Kreighbaum Attorney-in-Fact |
As required by the Securities Act of 1933, this Post-Effective Amendment to the Registration Statement has been signed by the following majority of persons in the capacities indicated on December 12, 2007. |
Signatures Officer Titles _____________ President Harry N. Stout* (Principal Executive Officer) _______________ Chief Accounting Officer Steven T. Pierson* DIRECTORS ______________ Chief Financial Officer David A. Wheat* _______________ Robert G. Leary __________________ Thomas J. McInerney* _________________ Kathleen A. Murphy* ________________ Catherine H. Smith* |
________________ Bridget M. Healy |
By: | /s/ John S. Kreighbaum |
John S. (Scott) Kreighbaum | |
Attorney-in-Fact |
*Executed by John S. (Scott) Kreighbaum on behalf of those indicated pursuant to Powers of Attorney. |
EXHIBIT INDEX | ||||
ITEM | EXHIBIT | PAGE # | ||
(9) | Opinion and Consent of Counsel | EX-99.B9 | ||
(10) | Consent of Independent Registered Public Accounting Firm | EX-99.B10 |
This ‘485BPOS’ Filing | Date | Other Filings | ||
---|---|---|---|---|
1/28/08 | ||||
Effective on: | 12/31/07 | 24F-2NT, 485BPOS, NSAR-U | ||
Filed on: | 12/12/07 | |||
11/30/07 | ||||
11/13/07 | ||||
10/23/07 | 485APOS | |||
7/25/07 | 485BPOS | |||
7/6/07 | ||||
7/2/07 | ||||
6/5/07 | ||||
5/16/07 | ||||
4/30/07 | 485BPOS, 497, 497J | |||
4/18/07 | 485BPOS | |||
4/11/07 | ||||
4/9/07 | ||||
2/1/07 | ||||
12/31/06 | 24F-2NT, NSAR-U | |||
8/4/06 | N-4/A | |||
5/9/06 | N-4 | |||
12/31/05 | 24F-2NT, NSAR-U | |||
12/30/05 | ||||
12/2/05 | 485BPOS | |||
8/5/05 | 485APOS | |||
4/21/05 | 485BPOS | |||
12/31/04 | 24F-2NT, NSAR-U | |||
4/13/04 | 485BPOS | |||
2/13/04 | 485BPOS | |||
4/16/03 | 485BPOS | |||
4/15/03 | 485BPOS | |||
4/29/02 | 485BPOS | |||
4/26/02 | ||||
4/30/99 | 485BPOS | |||
5/1/98 | ||||
List all Filings |