| |
| (Name, address, including zip code, and telephone number, including area code, of agent for service) |
| Approximate date of commencement of proposed sale to the public: | |
| As soon as practical after the effective date of the Registration Statement. | |
| |
| If any of the securities being registered on this Form are to be offered on a delayed or continuous | |
| basis pursuant to Rule 415 under the Securities Act of 1933 check the following box | [X] |
| |
| If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the | |
| Securities Act, check the following box and list the Securities Act registration statement number of | |
| the earlier effective registration statement for the same offering | [ ] |
| |
| If this Form is post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, | |
| check the following box and list the Securities Act registration statement number of the earlier | |
| effective registration statement for the same offering | [ ] |
| |
| If this Form is post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, | |
| check the following box and list the Securities Act registration statement number of the earlier | |
| effective registration statement for the same offering | [ ] |
| |
| · | Interest Account, which provides contract value based on the daily crediting of interest at a rate that yields |
| | an annual specified Guaranteed Interest Rate – for more information, see “The Interest Account” beginning |
| | on page 7; |
| |
| · | Term Indexed Account, which provides contract value based on the crediting at the end of the Term of an |
| | interest rate that reflects certain changes in an Index specified in the Contract (currently, the S&P 500®1) |
| | during the Term – for more information, see “The Term Indexed Account” beginning on page 8; and |
| |
| · | Annual Indexed Account, which provides contract value based on the annual crediting of an interest rate |
| | that reflects certain changes in an Index (currently, the S&P 500®) during that contract year – for more |
| | information, see “The Annual Indexed Account” beginning on page 10. |
mutual fund trading in ING insurance, retirement, and mutual fund products. The goal of this review was to identify
any instances of inappropriate trading in those products by third parties or by ING investment professionals and
other ING personnel.
The internal review identified several isolated arrangements allowing third parties to engage in frequent trading of
mutual funds within the variable insurance and mutual fund products of ING, and identified other circumstances
where frequent trading occurred despite measures taken by ING intended to combat market timing. Each of the
arrangements has been terminated and disclosed to regulators, to the independent trustees of ING Funds (U.S.) and
in Company reports previously filed with the SEC pursuant to the Securities Exchange Act of 1934, as amended.
Action has been or may be taken by regulators with respect to the Company or certain affiliates before investigations
relating to fund trading are completed. The potential outcome of such action is difficult to predict but could subject
the Company or certain affiliates to adverse consequences, including, but not limited to, settlement payments,
penalties, and other financial liability. It is not currently anticipated, however, that the actual outcome of any such
action will have a material adverse effect on ING or ING’s U.S.-based operations, including the Company.
Product Regulation.Our products are subject to a complex and extensive array of state and federal tax,
securities and insurance laws, and regulations, which are administered and enforced by a number of governmental
and self-regulatory authorities. Specifically, U.S. federal income tax law imposes requirements relating to
nonqualified annuity product design, administration, and investments that are conditions for beneficial tax treatment
of such products under the Internal Revenue Code. (See “Federal Tax Considerations” for further discussion of
some of these requirements.) Failure to administer certain nonqualified contract features (for example, contractual
annuity start dates in nonqualified annuities) could affect such beneficial tax treatment. In addition, state and federal
securities and insurance laws impose requirements relating to insurance and annuity product design, offering and
distribution, and administration. Failure to meet any of these complex tax, securities, or insurance requirements
could subject the Company to administrative penalties, unanticipated remediation, or other claims and costs. |
|
| THE ANNUITY CONTRACT |
| |
| Purchase and Availability of the Contract |
| The Contract is designed for people seeking long-term tax-deferred accumulation of assets, generally for retirement |
| or other long-term purposes. The tax-deferred feature is more attractive to people in high federal and state tax |
| brackets.You should not buy this Contract: (i) if you are looking for a short-term investment; (ii) if you |
| cannot risk getting back less money than you put in; or (iii) if your assets are in a plan which provides for tax- |
| deferral and you see no other reason to purchase this Contract. When considering an investment in the |
| Contract, you should consult with your investment professional about your financial goals, investment time |
| horizon and risk tolerance. |
| |
| Replacing an existing insurance contract with this Contract may not be beneficial to you. Before purchasing |
| the Contract, determine whether your existing contract will be subject to any fees or penalties upon |
| surrender. Also, compare the fees, charges, coverage provisions and limitations, if any, of your existing |
| |
| (1) | If either your state or broker-dealer does not permit us to issue a Contract without an application, we reserve |
| | the right to rescind the Contract if we do not receive and accept a properly completed application or |
| | enrollment form within 5 days of the premium payment. If we do not receive the application or form |
| | within 5 days of the premium payment, we will refund the contract value plus any charges we deducted, |
| | and the Contract will be voided. Some states require that we return the premium paid, in which case we |
| | will comply. |
| |
| (2) | If your state and broker-dealer allow us to issue a Contract without an application, we will issue and mail |
| | the Contract to you or your representative, together with an Application Acknowledgement Statement for your |
| | execution. Until our Customer Service Center receives the executed Application Acknowledgement |
| | Statement, neither you nor the broker-dealer may execute any financial transactions on your Contract |
| | unless they are requested in writing by you. We may require additional information before complying with |
| | your request (e.g., signature guarantee). |
|
| THE TERM INDEXED ACCOUNT |
| |
| General |
| In the Term Indexed Account, your premium payment (less withdrawals) will earn interest credited as a percentage |
| of the growth, if any, in the S&P 500®Index (the “Index Return”). The S&P 500®Index can, of course, increase or |
| decrease daily; however, the Term Indexed Account Value will remain constant during a Term. Index Return (if |
| any) is determined and credited to the Term Indexed Account Value at the end of the Term. The Index Return |
| equals the Index Growth of the S&P 500®over the Term multiplied by a Participation Rate. If you surrender, |
| withdraw, or annuitize your investment before the end of the Term, the amounts withdrawn or paid will not |
| participate in any Index Returns. Death benefit proceeds, however, will participate in Index Returns up to the most |
| recent contract anniversary. (See “Death Benefit” for additional information.) We guarantee a Minimum |
| Guaranteed Account Value at maturity of the Term Indexed Account. |
|
| THE ANNUAL INDEXED ACCOUNT |
| |
| General |
| In the Annual Indexed Account, your premium payment (less withdrawals) will earn annual interest credited as a |
| percentage of the growth, if any, in the S&P 500®Index (the “Index Return”). The S&P 500®Index can, of course, |
| increase or decrease daily; however, the Annual Indexed Account Value will remain constant during a contract year. |
| Index Return (if any) is determined and credited to the Annual Indexed Account Value at the end of each contract |
| year throughout the Term. Annual Index Returns equal the Index Growth of the S&P 500®at the end of the contract |
| year multiplied by a Participation Rate, subject to a stated maximum return (the “Cap”). If you surrender, withdraw, |
| or annuitize your investment or die before the end of the contract year, the amounts withdrawn or paid will not |
| participate in any Index Returns for the contract year in which the withdrawal or death occurs. We guarantee a |
| Minimum Guaranteed Account Value for the Annual Indexed Account at the end of the Term. |
| |
| Annual Indexed Account Values are not determined by, and do not reflect, the investment performance of the |
| separate account, and do not correspond directly to increases or decreases in the Index. |
|
| WITHDRAWALS |
| |
| Any time during the accumulation phase and before the death of the owner, you may withdraw all or part of your |
| money. Keep in mind that the minimum withdrawal is $100, and your contract value after the withdrawal must |
| equal or exceed $1,000 or we will treat the withdrawal request as a request to surrender the Contract.We deduct a |
| surrender charge and impose a Market Value Adjustment if you surrender your Contract or withdraw an amount |
| exceeding the free withdrawal amount.No surrender charge or Market Value Adjustment applies to withdrawals |
| taken within the 30-day period prior to the end of a Term. |
| |
| You may specify from which Account you want a withdrawal to be deducted. Because amounts withdrawn from the |
| Term Indexed Account prior to the end of the Term and from the Annual Indexed Account prior to the end of a |
| contract year do not participate in any Index Returns for that period, you should generally take withdrawals from the |
| Interest Account. Accordingly, unless you instruct us otherwise, we will take withdrawals first from the Interest |
| Account, then from the Annual Indexed Account, and finally from the Term Indexed Account, to the extent possible. |
| |
| In the first contract year, the free withdrawal amount is limited to systematic interest withdrawals from the Interest |
| Account. After the first contract year, the free withdrawal amount equals 10% of your contract value as of the close |
| of business on the day we receive the withdrawal request at our Customer Service Center. For example, if the |
| Account Value for each Account was $10,000 and the total contract value was $30,000 as if the close of business on |
| the day we receive the withdrawal request at our Customer Service Center, then the free withdrawal amount for the |
| contract year would be $3,000 (10% of $30,000), all of which would be deducted from the Interest Account unless |
| otherwise instructed. If required minimum distributions on qualified Contracts are greater than the free withdrawal |
| amount, we will waive any applicable surrender charges, but will apply a Market Value Adjustment. |
| |
| If more than the free withdrawal amount is withdrawn, a surrender charge and Market Value Adjustment, if |
| applicable, will be applied to the amount in excess of the free withdrawal amount. The surrender charge varies by |
| the length of the Term selected, beginning with 8% during contract year 1 and reducing by 1% per contract year to |
| the end of the Term. No surrender charge is imposed upon a surrender made during the 30-day period prior to the |
| end of a Term. The surrender charge period resets at the beginning of each Term. It is charged against the contract |
| value and is based on the amount of the withdrawal. |
| |
| We will apply a Market Value Adjustment to any withdrawal in excess of the free withdrawal amount taken prior to |
| the 30-day period prior to the end of a Term. 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 payment made. Definitive guidance on the proper federal tax treatment of the Market Value |
| Adjustment has not been issued. You may want to discuss the potential tax consequences of a Market Value |
| Adjustment with your tax adviser. |
| |
| Upon surrender, surrender charges and a Market Value Adjustment will be applied retroactively with respect to any |
| free withdrawal amount previously withdrawn within the same contract year as the surrender. |
| |
| We offer the following withdrawal options: |
| |
| Regular Withdrawals |
| After the free look period, you may make regular withdrawals. Each withdrawal must be a minimum of $100. We |
| will apply a surrender charge and Market Value Adjustment to any regular withdrawal in excess of the free |
| withdrawal amount that is taken prior to the 30-day period prior to the end of a Term. Unless otherwise instructed, |
Index Returns for the current period (i.e. Term for Term Indexed Account and current contract year for Annual
Indexed Account).
If your beneficiary elects to delay receipt of the death benefit until a date after the time of death, the amount of the
benefit payable in the future may be affected. The death benefit value will not continue to accrue at the guaranteed
interest period rate, but will be credited with the rate being offered under new contracts at such time. Please note if
you elect a guarantee period of more than five years, the distribution may be subject to a Market Value Adjustment.
The proceeds may be received in a single sum or applied to any of the annuity options, or, if available, paid over the
beneficiary’s lifetime. A beneficiary’s right to elect an income phase payment may have been restricted by the
contract owner. If so, such rights or options will not be available to the beneficiary.
If we do not receive a request to apply the death benefit proceeds to an annuity option, we will make a single sum
distribution. Unless you elect otherwise, the distribution will be made into an interest bearing account, backed by
our general account that is accessed by the beneficiary through a checkbook feature. The beneficiary may access
death benefit proceeds at any time without penalty. We will generally distribute death benefit proceeds within 7
days after the claim date. For information on required distributions under federal income tax laws, you should see
“Required Distributions upon Contract Owner’s Death.”
Death Benefit During the Income Phase
If any contract owner or the annuitant dies after the annuity start date, we will pay the beneficiary any certain benefit
remaining under the annuity in effect at the time.
Required Distributions Upon Contract Owner’s Death
We will not allow any payment of benefits provided under a non-qualified Contract which does not satisfy the
requirements of Section 72(s) of the Tax Code.
If any owner of a non-qualified contract dies before the annuity start date, the death benefit payable to the
beneficiary will be distributed as follows: (a) the death benefit must be completely distributed within 5 years of the
contract owner’s date of death; or (b) the beneficiary may elect, within the 1-year period after the contract owner’s
date of death, to receive the death benefit in the form of an annuity from us, provided that (i) such annuity is
distributed in substantially equal installments over the life of such beneficiary or over a period not extending beyond
the life expectancy of such beneficiary; and (ii) such distributions begin not later than 1 year after the contract
owner’s date of death.
Notwithstanding (a) and (b) above, if the sole contract owner’s beneficiary is the deceased owner’s surviving spouse,
then such spouse may elect to continue the Contract under the same terms as before the contract owner’s death.
Upon receipt of such election from the spouse at our Customer Service Center: (1) all rights of the spouse as
contract owner’s beneficiary under the Contract in effect prior to such election will cease; (2) the spouse will
become the owner of the Contract and will also be treated as the contingent annuitant, if none has been named and
only if the deceased owner was the annuitant; and (3) all rights and privileges granted by the Contract or allowed by
ING USA 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 non-spouse, 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.
Subject to availability, and our then current rules, a spousal or non-spousal beneficiary may elect to receive death
benefits as payments over the life expectancy of the beneficiary (“stretch”). “Stretch” payments will be subject to
the same limitations as systematic withdrawals, and non-qualified “stretch” payments will be reported on the same
basis as other systematic withdrawals.
At subsequent surrender, any surrender charge applicable to premiums paid prior to the date we receive due proof of
death of the contract owner will be waived. If the spouse elects to continue the Contract, the surrender charge
period will reset at the beginning of each subsequent Term. Otherwise, the surrender charge period will not reset.
If we do not receive an election from a non-spouse owner’s beneficiary within the 1-year period after the contract |
|
| CHARGES |
| |
| We deduct the Contract charges described below to cover our costs and expenses, services provided, and risks |
| assumed under the Contracts. We incur certain costs and expenses for distributing and administering the Contracts, |
| including compensation and expenses paid in connection with sales of the Contracts, for paying the benefits payable |
| under the Contracts and for bearing various risks associated with the Contracts. The amount of a Contract charge will |
| not always correspond to the actual costs associated with the charge. 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. |
| |
| Charges Deducted from the Contract Value |
| We deduct the following charges from your contract value: |
| |
| Surrender Charge.No sales charge is deducted from the single premium payment at the time that it is paid. |
| However, 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 a Term. The surrender charge is charged |
| against the contract value and is based on the amount of the withdrawal. 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 deducted at the time of surrender or |
| excess withdrawal depends on the number of complete years that have elapsed since the beginning of the Term. |
| |
| The surrender charge varies by the length of the Term selected, beginning with 8% during contract year 1 and |
| reducing by 1% per year to the earlier of the end of the Term or the 8th contract year. No surrender charge is |
| imposed upon a surrender made during the 30-day period prior to the end of a Term. |
| |
| The surrender charge period resets at the beginning of each Term. Upon withdrawal, it is charged against the |
| remaining contract value after you have received the amount requested for withdrawal, and is based on the amount |
| of the withdrawal including the amount deducted for the surrender charge. Upon surrender, a surrender charge, as |
| well as a Market Value Adjustment, will be applied retroactively with respect to any free withdrawal amount |
| previously withdrawn within the same contract year as the surrender. The following table shows the schedule of the |
| surrender charge that will apply. |
| |
| · | Marketing/distribution allowances which may be based on the percentages of premium received, the |
| | aggregate commissions paid and/or the aggregate assets held in relation to certain types of designated |
| | insurance products issued by the Company and/or its affiliates during the year; |
| |
| · | Loans or advances of commissions in anticipation of future receipt of premiums (a form of lending to |
| | agents/registered representatives). These loans may have advantageous terms such as reduction or |
| | elimination of the interest charged on the loan and/or forgiveness of the principal amount of the loan, |
| | which terms may be conditioned on fixed insurance product sales; |
| |
| · | Education and training allowances to facilitate our attendance at certain educational and training |
| | meetings to provide information and training about our products. We also hold training programs from |
| | time to time at our expense; |
| |
| · | Sponsorship payments or reimbursements for broker/dealers to use in sales contests and/or meetings |
| | for their agents/registered representatives who sell our products. We do not hold contests based solely |
| | on the sales of this product; |
| |
| · | Certain overrides and other benefits that may include cash compensation based on the amount of |
| | earned commissions, agent/representative recruiting or other activities that promote the sale of |
| | policies; and |
| | | |
| 1. | Morgan Stanley Smith Barney LLC | 14. | National Planning Corporation |
| 2. | LPL Financial Corporation | 15. | Wells Fargo Advisors, LLC (Bank Channel) |
| 3. | Merrill Lynch, Pierce, Fenner & Smith, Inc. | 16. | Woodbury Financial Services Inc. |
| 4. | ING Financial Partners Inc. | 17. | Wells Fargo Investments LLC |
| 5. | ING Financial Partners, Inc. CAREER | 18. | Morgan Keegan and Company Inc. |
| 6. | UBS Financial Services Inc. | 19. | PrimeVest Financial Services Inc. |
| 7. | ING Financial Advisers, LLC | 20. | Wells Fargo SEC, LLC |
| 8. | Wells Fargo Advisors, LLC | 21. | Royal Alliance Associates Inc. |
| 9. | Raymond James Financial Services Inc. | 22. | Madison Avenue Securities Inc. |
| 10. | Financial Network Investment Corporation | 23. | SII Investments Inc. |
| 11. | Chase Investment SVCS Corp | 24. | First Allied Securities Inc. |
| 12. | Securities America Inc. | 25. | Securian Financial Services Inc. |
| 13. | Multi-Financial Securities Corporation | | |
|
| OTHER INFORMATION |
| |
| 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 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 |
| ING USA is involved in threatened or pending lawsuits/arbitrations arising from the normal conduct of business. |
| Due to the climate in insurance and business litigation/arbitrations, suits against the company sometimes include |
| claims for substantial compensatory, consequential, or punitive damages and other types of relief. Moreover, certain |
| claims are asserted as class actions, purporting to represent a group of similarly situated individuals. While it is not |
| possible to forecast the outcome of such lawsuits/arbitrations, in light of existing insurance, reinsurance, and |
| established reserves, it is the opinion of management that the disposition of such lawsuits/arbitrations will not have a |
| materially adverse effect on the Company’s operations or financial position. |
| |
| Directed Services LLC, the principal underwriter and distributor of the contract, is a party to threatened or pending |
| lawsuits/arbitration that generally arise from the normal conduct of business. Some of these suits may seek class |
| action status and sometimes include claims for substantial compensatory, consequential or punitive damages and |
| other types of relief. Directed Services LLC is not involved in any legal proceeding which, in the opinion of |
| management, is likely to have a material adverse effect on its ability to distribute the contract. |
| |
| Legal Matters |
| The Company’s organization and authority, and the contract’s legality and validity, have been passed on by the |
| Company’s legal department. |
| |
| Experts |
| The financial statements of the Company appearing in the Company’s Annual Report on Form 10-K for the year |
| ended December 31, 2009 (including schedules appearing therein), have been audited by Ernst & Young LLP, |
| independent registered public accounting firm, as stated in their reports, which are incorporated by reference, and |
| incorporated in reliance upon the reports of such firm given upon their authority as experts in accounting and |
| auditing. |
|
| FEDERAL TAX CONSIDERATIONS |
| |
| Introduction |
| This section discusses our understanding of current federal income tax laws affecting the contract. Federal income |
| tax treatment of the contract is complex and sometimes uncertain. You should keep the following in mind when |
| reading it: |
| |
| Your tax position (or the tax position of the designated beneficiary, as applicable) determines federal taxation |
| of amounts held or paid out under the contract; |
| Tax laws change. It is possible that a change in the future could affect contracts issued in the past; |
| This section addresses some but not all applicable federal income tax rules and does not discuss federal estate |
| and gift tax implications, state and local taxes, or any other tax provisions; and |
| We do not make any guarantee about the tax treatment of the contract or transactions involving the contract. |
| |
| We do not intend this information to be tax advice. For advice about the effect of federal income taxes or any other |
| taxes on amounts held or paid out under the contract, consult a tax adviser |
| |
| Types of Contracts: Non-Qualified or Qualified |
| The Contract may be purchased on a non-tax-qualified basis (non-qualified contracts) or purchased on a tax- |
| qualified basis (qualified contracts). |
| |
| Non-qualified contracts are purchased with after tax contributions and are not related to retirement plans that receive |
| special income tax treatment under the Tax Code. |
| |
| Qualified Contracts are designed for use by individuals whose premium payments are comprised solely of proceeds |
| from and/or contributions under retirement plans that are intended to qualify for special income tax treatment under |
| Sections 401, 408 or 408A, and some provisions of 403 and 457 of the Tax Code. |
| |
| Effective January 1, 2009, except in the case of a rollover contribution as permitted under the Tax Code or as a |
| result of an intra-plan exchange or plan-to-plan transfer described under the Final Regulations, contributions to a |
| section 403(b) tax sheltered annuity contract may only be made by the Employer sponsoring the Plan under which |
| the assets in your contract are covered subject to the applicable Treasury Regulations and only if the Company, in its |
| sole discretion, agrees to be an approved provider. |
| |
| Taxation of Non-Qualified Contracts |
| |
| Premiums |
| You may not deduct the amount of yourpremiumsto a non-qualified contract. |
| |
| Taxation of Gains Prior to Distribution |
| Tax Code Section 72 governs taxation 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 non-qualified Contract until a distribution occurs or until |
| annuity payments begin. This assumes that the Contract will qualify as an annuity contract for federal income tax |
| purposes. For these purposes, the agreement to assign or pledge any portion of the contract value generally will be |
The Contract offers a death benefit that may exceed the greater of the premium payments and the contract value.
Certain charges are imposed with respect to the death benefit. It is possible that these charges (or some portion
thereof) could be treated for federal tax purposes as a distribution from the Contract.
Assignments and Other Transfers.A transfer, pledge or assignment of ownership of a non-qualified
contract, the selection of certain annuity dates, or the designation of an annuitant or payee other than an owner may
result in certain tax consequences to you that are not discussed herein. The assignment, pledge or agreement to
assign or pledge any portion of the contract value generally will be treated as a distribution. Anyone contemplating
any such transfer, pledge, assignment, or designation or exchange, should consult a tax adviser regarding the
potential tax effects of such a transaction.
Immediate Annuities.Under Section 72 of the Tax Code, an immediate annuity means an annuity (1)
which is purchased with a single premium, (2) with annuity payments starting within one year from the date of
purchase, and (3) which provides a series of substantially equal periodic payments made annually or more
frequently. While this Contract is not designed as an immediate annuity, treatment as an immediate annuity would
have significance with respect to exceptions from the 10% early withdrawal penalty, to contracts owned by non-
natural persons, and for certain exchanges.
Multiple Contracts.Tax laws require that all non-qualified deferred annuity contracts that are issued by a
company or its affiliates to the same contract owner during any calendar year be treated as one annuity contract for
purposes of determining the amount includible in gross income under Tax Code Section 72(e). In addition, the
Treasury Department has specific authority to issue regulations that prevent the avoidance of Tax Code Section
72(e) through the serial purchase of annuity contracts or otherwise.
Withholding.We will withhold and remit to the IRS a part of the taxable portion of each distribution
made under a Contract unless the distributee notifies us at or before the time of the distribution that he or she elects
not to have any amounts withheld. Withholding is mandatory, however, if the distributee fails to provide a valid
taxpayer identification number or if we are notified by the IRS that the taxpayer identification number we have on
file is incorrect. The withholding rates applicable to the taxable portion of periodic annuity payments are the same
as the withholding rates generally applicable to payments of wages. In addition, a 10% withholding rate applies to the
taxable portion of non-periodic payments. Regardless of whether you elect to have federal income tax withheld, you
are still liable for payment of federal income tax on the taxable portion of the payment.
Certain states have indicated that state income tax withholding will also apply to payments from the contracts made
to residents. Generally, an election out of federal withholding will also be considered an election out of state
withholding. In some states, you may elect out of state withholding, even if federal withholding applies. If you
need more information concerning a particular state or any required forms, please contact our Customer Service
Center.
If you or your designated beneficiary is a non-resident alien, then any withholding is governed by Tax Code Section
1441 based on the individual’s citizenship, the country of domicile and treaty status, and we may require additional
documentation prior to processing any requested transaction.
Taxation of Qualified Contracts
General
The Contracts are primarily designed for use with IRAs under Tax Code Sections 401, 408 or 408A, and some
provisions of 403 and 457 (We refer to all of these as “qualified plans”). The tax rules applicable to participants in
these qualified plans vary according to the type of plan and the terms and conditions of the plan itself. The ultimate
effect of federal income taxes on the amounts held under a Contract, or on annuity payments, depends on the type of
retirement plan and your tax status. Special favorable tax treatment may be available for certain types of
contributions and distributions. In addition, certain requirements must be satisfied in purchasing a qualified contract
with proceeds from a tax-qualified plan in order to continue receiving favorable tax treatment.
Adverse tax consequences may result from: contributions in excess of specified limits; distributions before age 59½
(subject to certain exceptions); distributions that do not conform to specified commencement and minimum |
distribution rules; and in other specified circumstances. Some qualified plans may be subject to additional
distribution or other requirements that are not incorporated into the Contract. No attempt is made to provide more
than general information about the use of the Contracts with qualified plans. Contract owners, annuitants, and
beneficiaries are cautioned that the rights of any person to any benefits under these qualified plans may be subject to
the terms and conditions of the plans themselves, regardless of the terms and conditions of the Contract. The
Company is not bound by the terms and conditions of such plans to the extent such terms contradict the Contract,
unless we consent.
Contract owners and beneficiaries generally 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 or
programs that qualify for the intended special federal tax treatment.
Tax Deferral
Under the federal tax laws, earnings on amounts held in annuity contracts are generally not taxed until they are
withdrawn. However, in the case of a qualified plan (as defined in this prospectus), an annuity contract is not
necessary to obtain this favorable tax treatment and does not provide any tax benefits beyond the deferral already
available to the qualified plan itself. Annuities do provide other features and benefits (such as guaranteed living
benefits and/or death benefits or the option of lifetime income phase options at established rates) that may be
valuable to you. You should discuss your alternatives with your financial representative taking into account the
additional fees and expenses you may incur in an annuity.
Section 401(a), 401(k), Roth 401(k), and 403(a) Plans.Sections 401(a), 401(k), and 403(a) of the Tax
Code permit certain employers to establish various types of retirement plans for employees, and permits self-
employed individuals to establish these plans for themselves and their employees. These retirement plans may
permit the purchase of Contracts to accumulate retirement savings under the plans. Employers intending to use the
Contract with such plans should seek competent legal advice.
The contracts may also be available as a Roth 401(k), as described in Tax Code Section 402A, and we may set up
accounts for you under the Contract for Roth 401(k) contributions (“Roth 401(k) accounts”). Tax Code Section
402A allows employees of certain private employers to contribute after-tax salary contributions to a Roth 401(k),
which provides for tax-free distributions, subject to certain restrictions.
Individual Retirement Annuities.Section 408 of the Tax Code permits eligible individuals to contribute
to an individual retirement program known as an Individual Retirement Annuity (“IRA”). IRAs are subject to limits
on the amounts that can be contributed, the deductible amount of the contribution, the persons who may be eligible,
and the time when distributions commence. Contributions to IRAs must be made in cash or as a rollover or a
transfer from another eligible plan. Also, distributions from IRAs, individual retirement accounts, and other types of
retirement plans may be “rolled over” on a tax-deferred basis into an IRA. If you make a tax-free rollover of a
distribution from an IRA you may not make another tax-free rollover from the IRA within a 1-year period. Sales of
the contract for use with IRAs may be subject to special requirements of the IRS.
The IRS has not reviewed the contracts described in this prospectus for qualification as IRAs and has not addressed,
in a ruling of general applicability, whether the contract’s death benefit provisions comply with IRS qualification
requirements.
Roth IRAs.Section 408A of the Tax Code permits certain eligible individuals to contribute to a Roth IRA.
Contributions to a Roth IRA are subject to limits on the amount of contributions and the persons who may be
eligible to contribute, are not deductible, and must be made in cash or as a rollover or transfer from another Roth
IRA or other IRA. Certain qualifying individuals may convert an IRA, SEP, or a SIMPLE to a Roth IRA. Such
rollovers and conversions are subject to tax, and other special rules may apply. If you make a tax-free rollover of a
distribution from a Roth IRA to another Roth IRA, you may not make another tax-free rollover from the Roth IRA
within a 1-year period. A 10% penalty may apply to amounts attributable to a conversion to a Roth IRA if the
amounts are distributed during the five taxable years beginning with the year in which the conversion was made. |
|
| You have attained age 59½; |
| You have become disabled, as defined in the Tax Code; |
| You have died and the distribution is to your beneficiary; |
| You have separated from service with the sponsor at or after age 55; |
| The distribution amount is rolled over into another eligible retirement plan or to an IRA in accordance |
| with the terms of the Tax Code; |
| You have separated from service with the plan sponsor and the distribution amount is made in |
| substantially equal periodic payments (at least annually) over your life or the life expectancy or the joint |
| lives or joint life expectancies of you and your designated beneficiary; |
| The distribution is made due to an IRS levy upon your plan; |
| The withdrawal amount is paid to an alternate payee under a Qualified Domestic Relations Order |
| (QDRO); or |
| The distribution is a qualified reservist distribution as defined under the Pension Protection Act of 2006 |
| (401(k) plans only). |
|
| A payment is an eligible rollover distribution unless it is: |
| |
| Part of a series of substantially equal periodic payments (at least one per year) made over the life |
| expectancy of the participant or the joint life expectancy of the participant and his designated beneficiary |
| or for a specified period of 10 years or more; |
| A required minimum distribution under Tax Code section 401(a)(9); |
| A hardship withdrawal; |
| Otherwise excludable from income; or |
| Not recognized under applicable regulations as eligible for rollover. |
| |
| The Tax Code imposes a 10% penalty tax on the taxable portion of any distribution from a contract used with a |
| 403(b) plan, unless certain exceptions have occurred. In general, the exceptions for an IRA listed above also apply |
| to a distribution from a 403(b) plan, plus in the event you have separated from service with the sponsor at or after |
| age 55, or you have separated from service with the plan sponsor and the distribution amount is made in |
| substantially equal periodic payments (at least annually) over your life or the life expectancy or the joint lives or |
| joint life expectancies of you and your designated beneficiary. In addition, the 10% penalty tax does not apply to |
| the amount of a distribution equal to unreimbursed medical expenses incurred by you during the taxable year that |
| qualify for deduction as specified in the Tax Code. The Tax Code may provide other exceptions or impose other |
| penalty taxes in other circumstances. |
| |
| Distribution of amounts restricted under Tax Code section 403(b)(11) may only occur upon your death, attainment |
| of age 59½, severance from employment, disability or financial hardship. Such distributions remain subject to other |
| applicable restrictions under the Tax Code and the regulations. |
| |
| Special Disaster Relief.In 2005, 2007 and 2008 Congress temporarily provided taxpayers with certain |
| kinds of relief which eased the complex rules covering withdrawals by individuals who suffered economic losses |
| due to natural disasters such as Hurricanes Katrina, Rita and Wilma as well as tornados and floods. Please consult a |
| qualified tax adviser for further information if there is any question as to whether such relief is available. |
|
| Example #5: Fund Account Value¾Example of Multiple Premiums |
| Assume $50,000 of premium investment in the Term Indexed Fund with an index period of 7 years, an issue |
| date of 01/01/1994, and a participation rate of 75%. The premiums are received in two payments: $30,000 is |
| received on the issue date, 1/1/1994; the final premium of $20,000 is received on 2/15/1994. |
| |
| Fund Account Value during the Index Term |
| The Fund Account Value during the term equals the beginning of term account value less gross withdrawals. In |
| this example, from 01/01/1994 through 02/15/1994 the Term Index Fund Account Value is equal to $30,000. When |
| the second premium is paid on 02/15/1994, the Term Index Fund Account Value increases to $50,000 ($30,000 + |
| $20,000). The term index fund value remains at $50,000 (assuming no withdrawals) until the end of the Index |
| Term, 12/31/2000. |
| |
| 1. | Beginning of Contract Year S&P 500 index value = 1228.10 |
| |
| 2. | End of Contract Year S&P 500 index value = Average of 12 monthly S&P 500 index values in the |
| | Contract year = (1273.00 + 1236.16 + 1293.72 + 1354.63 + 1294.26 + 1380.96 + 1328.05 + 1331.07 + |
| | 1282.81 + 1354.12 + 1397.72 + 1455.22) / 12 = 15981.72 / 12 = 1331.81 |
| |
| 3. | Index Growth = Maximum [(End of Contract Year S&P 500 Index Value – Beginning of Contract Year |
| | S&P 500 Index Value) / Beginning of Contract Year S&P 500 Index Value, 0] = (1331.81 – 1228.10) / |
| | 1228.10 = 0.0844 |
| |
| 4. | Index Return = 1 + Minimum [(Index Growth * Participation Rate), Cap] = 1 + Minimum [(0.0844 * |
| | 75%), 0.15] = 1 + 0.0633 = 1.0633 |
| |
| 5. | Fund Account Value = (Beginning of Contract Year Fund Value – Gross Withdrawals) * Index Return |
| | = ($100,000 - $0) * (1.0633) = $106,330. |
| |
| 1. | Beginning of Contract Year S&P 500 index value = 1455.22 |
| |
| 2. | End of Contract Year S&P 500 index value = Average of 12 monthly S&P 500 index values in the |
| | Contract year = (1409.28 + 1379.19 + 1505.97 + 1468.25 + 1448.81 + 1469.54 + 1438.10 +1520.77 + |
| | 1436.23 + 1421.22 + 1315.23 + 1283.27) / 12 = 17095.86 / 12 = 1424.66 |
| |
| 3. | Index Growth = Maximum [(End of Contract Year S&P 500 Index Value – Beginning of Contract Year |
| | S&P 500 Index Value) / Beginning of Contract Year S&P 500 Index Value, 0] = Maximum [(1424.66 – |
| | 1455.22) / 1455.22, 0] = Maximum [-0.0210, 0] = 0 |
| |
| 4. | Index Return = 1 + Minimum [(Index Growth * Participation Rate), Cap] = 1 + Minimum [(0 * 80%), |
| | 0.10] = 1 + 0 = 1 |
| |
| 5. | Fund Account Value at end of Second Contract Year = (Beginning of Contract Year Fund Value – |
| | Gross Withdrawals) * Index Return = ($106,330 - $0) * (1.0) = $106,330. |
| |
| 1. | Beginning of Contract Year S&P 500 index value = 737.01 |
| |
| 2. | End of Contract Year S&P 500 index value = Average of 12 monthly S&P 500 index values in the |
| | Contract year = (786.73 + 795.31 + 759.64 + 798.53 + 846.36 + 891.03 + 947.14 + 927.58 + 955.41 + |
| | 938.99 + 974.77 + 975.04) / 12 = 10596.53 / 12 = 883.04 |
| |
| 3. | Index Growth = Maximum [(End of Contract Year S&P 500 Index Value – Beginning of Contract Year |
| | S&P 500 Index Value) / Beginning of Contract Year S&P 500 Index Value, 0] = (883.04 – 737.01) / |
| | 737.01 = 0.1981 |
| |
| 4. | Index Return = 1 + Minimum [(Index Growth * Participation Rate), Cap] = 1 + Minimum [(0.1981* |
| | 80%), 0.15] = 1 + Minimum [0.1585, 0.15] = 1.15 |
| |
| 5. | Fund Account Value = (Beginning of Contract Year Fund Value – Gross Withdrawals) * Index Return |
| | = ($100,000 - $0) * (1.15) = $115,000. |
| |
| 1. | Beginning of Contract Year S&P 500 index value = 975.04 |
| |
| 2. | End of Contract Year S&P 500 index value = Average of 12 monthly S&P 500 index values in the |
| | Contract year = (1001.27 + 1047.70 + 1108.15 + 1121.00 + 1090.98 + 1148.56 + 1112.44 + 994.26 + |
| | 986.39 + 1111.60 + 1175.28 + 1228.10) / 12 = 13125.73 / 12 = 1093.81 |
| |
| 3. | Index Growth = Maximum [(End of Contract Year S&P 500 Index Value – Beginning of Contract Year |
| | S&P 500 Index Value) / Beginning of Contract Year S&P 500 Index Value, 0] = Maximum [(1093.81 – |
| | 975.04) / 975.04, 0] = Maximum [0.1218, 0] = 0.1218 |
| |
| 4. | Index Return = 1 + Minimum [(Index Growth * Participation Rate), Cap] = 1 + Minimum [(0.1218 * |
| | 75%), 0.12] = 1 + Minimum [0.0914, 0.12] = 1.0914 |
| |
| 5. | Fund Account Value at end of Second Contract Year = (Beginning of Contract Year Fund Value – |
| | Gross Withdrawals) * Index Return = ($115,000 - $0) * (1.0914) = $125,511. |
| |
| Premium #1 |
| |
| 1. | Beginning of Contract Year S&P 500 index value = 1228.10 |
| |
| 2. | End of Contract Year S&P 500 index value = Average of 12 monthly S&P 500 index values in the |
| | Contract year = (1273.00 + 1236.16 + 1293.72 + 1354.63 + 1294.26 + 1380.96 + 1328.05 + 1331.07 + |
| | 1282.81 + 1354.12 + 1397.72 + 1455.22) / 12 = 15981.72 / 12 = 1331.81 |
| |
| 3. | Index Growth = Maximum [(End of Contract Year S&P 500 Index Value – Beginning of Contract Year |
| | S&P 500 Index Value) / Beginning of Contract Year S&P 500 Index Value, 0] = (1331.81 – 1228.10) / |
| | 1228.10 = 0.0844 |
| |
| 4. | Index Return = 1 + Minimum [(Index Growth * Participation Rate), Cap] = 1 + Minimum [(0.0844 * |
| | 75%), 0.15] = 1 + 0.0633 = 1.0633 |
| |
| 5. | Fund Account Value = (Beginning of Contract Year Fund Value – Gross Withdrawals) * Index Return |
| | = ($30,000 - $0) * (1.0633) = $31,899. |
| |
| Premium #2 |
| |
| 1. | Beginning of Contract Year S&P 500 index value = 1241.87 |
| |
| 2. | End of Contract Year S&P 500 index value = Average of 12 monthly S&P 500 index values in the |
| | Contract year = (1273.00 + 1236.16 + 1293.72 + 1354.63 + 1294.26 + 1380.96 + 1328.05 + 1331.07 + |
| | 1282.81 + 1354.12 + 1397.72 + 1455.22) / 12 = 15981.72 / 12 = 1331.81 |
| |
| 3. | Index Growth = Maximum [(End of Contract Year S&P 500 Index Value – Beginning of Contract Year |
| | S&P 500 Index Value) / Beginning of Contract Year S&P 500 Index Value, 0] = (1331.81 – 1241.87) / |
| | 1241.87 = 0.0724 |
| |
| 4. | Index Return = 1 + Minimum [(Index Growth * Participation Rate), Cap] = 1 + Minimum [(0.0724 * |
| | 75%), 0.15] = 1 + 0.0543 = 1.0543 |
| |
| 5. | Fund Account Value = (Beginning of Contract Year Fund Value – Gross Withdrawals) * Index Return |
| | = ($20,000 - $0) * (1.0543) = $21,086. |
| |
| 1. | Beginning of Contract Year S&P 500 index value = 1455.22 |
| |
| 2. | End of Contract Year S&P 500 index value = Average of 12 monthly S&P 500 index values in the |
| | Contract year = (1409.28 + 1379.19 + 1505.97 + 1468.25 + 1448.81 + 1469.54 + 1438.10 +1520.77 + |
| | 1436.23 + 1421.22 + 1315.23 + 1283.27) / 12 = 17095.86 / 12 = 1424.66 |
| |
| 3. | Index Growth = Maximum [(End of Contract Year S&P 500 Index Value – Beginning of Contract Year |
| | S&P 500 Index Value) / Beginning of Contract Year S&P 500 Index Value, 0] = Maximum [(1424.66 – |
| | 1455.22) / 1455.22, 0] = Maximum [-0.0210, 0] = 0 |
| |
| 4. | Index Return = 1 + Minimum [(Index Growth * Participation Rate), Cap] = 1 + Minimum [(0 * 80%), |
| | 0.10] = 1 + 0 = 1 |
| |
| 5. | Fund Account Value at end of Second Contract Year = (Beginning of Contract Year Fund Value – |
| | Gross Withdrawals) * Index Return = ($52,985 - $0) * (1.0) = $52,985. |
Then calculate the Market Value Adjustment on that amount.
ITEM 13. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
Not Applicable
ITEM 14. INDEMNIFICATION OF DIRECTORS AND OFFICERS
ING USA Annuity and Life Insurance Company (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. Consistent with the laws of the State of Iowa,ING America Insurance Holdings, Inc. maintains
Professional Liability and fidelity bond insurance policies issued by an international insurer. The policies cover ING
America Insurance Holdings, Inc. and any company in which ING America Insurance Holdings, Inc. has a
controlling financial interest of 50% or more. These policies include the principal underwriter, as well as, the
depositor and any/all assets under the care, custody and control of ING American Insurance Holdings, Inc. and/or its
subsidiaries. The policies provide for the following types of coverage: errors and omissions/professional liability,
employment practices liability and fidelity/crime.
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 15. RECENT SALES OF UNREGISTERED SECURITIES
Not Applicable
ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES |
| |
| 3(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). |
| |
| 3(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). |
| |
| 3(d) | Resolution of Board of Directors for Powers of Attorney, dated (04/23/99), incorporated herein |
| | by reference to Post Effective Amendment No. 5 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 23, 1999 (File Nos. 333-28679, 811-05626). |
| |
| 3(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). |
| |
| 4(a) | Single Premium Deferred Modified Guaranteed Annuity Contract, incorporated herein by |
| | reference to Pre-Effective Amendment No. 1 to a Registration Statement on Form S-1 for Golden |
| | American Life Insurance Company filed with the Securities and Exchange Commission on |
| | February 8, 2002 (File No. 333-67660). |
| |
| 4(b) | Single Premium Deferred Modified Guaranteed Annuity Master Contract, incorporated herein by |
| | reference to Pre-Effective Amendment No. 1 to a Registration Statement on Form S-1 for Golden |
| | American Life Insurance Company filed with the Securities and Exchange Commission on |
| | February 8, 2002 (File No. 333-67660). |
| |
| 4(c) | Single Premium Deferred Modified Guaranteed Annuity Certificate, incorporated herein by |
| | reference to Pre-Effective Amendment No. 1 to a Registration Statement on Form S-1 for Golden |
| | American Life Insurance Company filed with the Securities and Exchange Commission on |
| | February 8, 2002 (File No. 333-67660). |
| |
| 4(d) | Single Premium Deferred Modified Guaranteed Annuity Application/Enrollment Form, |
| | incorporated herein by reference to Pre-Effective Amendment No. 1 to a Registration Statement |
| | on Form S-1 for Golden American Life Insurance Company filed with the Securities and |
| | Exchange Commission on February 8, 2002 (File No. 333-67660). |
| |
| 4(e) | Individual Retirement Annuity Rider, incorporated herein by reference to Post-Effective |
| | Amendment No. 34 to Registration Statement on Form N-4 for Golden American Life Insurance |
| | Company Separate Account B filed on April 15, 2003 (File Nos. 033-23351, 811-05626). |
| |
| 4(f) | Roth Individual Retirement Annuity Rider, incorporated herein by reference to Post-Effective |
| | Amendment No. 34 to Registration Statement on Form N-4 for Golden American Life Insurance |
| | Company Separate Account B filed on April 15, 2003 (File Nos. 033-23351, 811-05626). |
| |
| 4(g) | Simple Retirement Account Rider, incorporated herein by reference to Post-Effective |
| | Amendment No. 34 to Registration Statement on Form N-4 for Golden American Life Insurance |
| | Company Separate Account B filed on April 15, 2003 (File Nos. 033-23351, 811-05626). |
| | |
| | 4(h) | 403(b) Rider, incorporated herein by reference to Post-Effective Amendment No. 34 to |
| | | Registration Statement on Form N-4 for Golden American Life Insurance Company Separate |
| | | Account B filed on April 15, 2003 (File Nos. 033-23351, 811-05626). |
| |
| | 4(i) | Company Address and Name Change Endorsement, 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). |
| |
| | 5 | Opinion of Counsel, attached. |
| |
| | 10 | Material contracts are listed under Item 15 in the Company's Form 10-K for the fiscal year ended |
| | | December 31, 2009 (File No. 001-32625) as filed with the Commission on March 31, 2010. |
| | | Each of the Exhibits so listed is incorporated by reference as indicated in the Form 10-K. |
| |
| | 23(a) | Consent of Independent Registered Public Accounting Firm, attached. |
| |
| | 23(b) | Consent of Counsel, incorporated in Item 5 of this Part II, together with the Opinion of Counsel. |
| |
| | 24 | Powers of Attorney, attached. |
| |
| | | Exhibits other than those listed above are omitted because they are not required or are not |
| | | applicable. |
| (b) | | |
| | | ING USA Annuity and Life Insurance Company Form 10-K for the fiscal year ended December |
| | | 31, 2009 is incorporated by reference into Part I within the Prospectus. |
| |
| ITEM 17. UNDERTAKINGS |
| |
| (a) Rule 415 offerings. The undersigned registrant hereby undertakes as follows, pursuant to Item 512 of Regulation |
| S-K: | |
| |
| (1) To file, during any period in which offers or sales of the registered securities are being made, a post-effective |
| amendment to this registration statement: |
| |
| (i) | To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933; |
| (ii) | To reflect in the prospectus any facts or events arising after the effective date of the registration statement |
| | (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a |
| | fundamental change in the information set forth in the registration statement; and |
| (iii) | To include any material information with respect to the plan of distribution not previously disclosed in |
| | the registration statement or any material changes to such information in the registration statement. |
| |
| (2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective |
| amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the |
| offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. |
| |
| (3) To remove from registration by means of a post-effective amendment any of the securities being registered |
| which remain unsold at the termination of the offering. |
| |
| (5) That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser: |
| |
| (ii) | Each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, |
| | other than registration statements relaying on Rule 430B or other than prospectuses filed in reliance on |
| | Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is |
| | first used after effectiveness. Provided, however, that no statement made in a registration statement or |
| | prospectus that is part of the registration statement or made in a document incorporated or deemed |
| | incorporated by reference into the registration statement or prospectus that is part of the registration |
| | statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or |
| | modify any statement that was made in the registration statement or prospectus that was part of the |
| | registration statement or made in any such document immediately prior to such date of first use. |
| |
| (6) That, for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser |
| in the initial distribution of the securities: |
| |
| The undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant |
| to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the |
| securities are offered or sold to such purchaser by means of any of the following communications, the undersigned |
| registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser: |
| |
| (i) | Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to |
| | be filed pursuant to Rule 424; |
| (ii) | Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant |
| | or used or referred to by the undersigned registrant; |
| (iii) | The portion of any other free writing prospectus relating to the offering containing material information |
| | about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant: and |
| (iv) | Any other communication that is an offer in the offering made by the undersigned registrant to the |
| | purchaser. |
| |
| (h) Request for Acceleration of Effective Date: |
| |
| Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, |
| officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the |
| registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification |
| is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for |
| indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by |
| a director, officer or controlling person of the registrant in the successful defense of any action, suit or |
| proceeding) is asserted by such director, officer or controlling person in connection with the securities being |
| registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling |
| precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is |
| against public policy as expressed in the Act and will be governed by the final adjudication of such issue. |
