As filed with the Securities and Exchange | Registration No. 333- |
Commission on April 2, 2012 | |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION | |
Washington, D.C. 20549 | |
FORM S-3 | |
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 | |
ING LIFE INSURANCE AND ANNUITY COMPANY | |
(Exact name of registrant as specified in its charter) | |
Connecticut | |
(State or jurisdiction of incorporation or organization) | |
71-0294708 | |
(I.R.S. Employer Identification Number) | |
One Orange Way, C1S, Windsor, Connecticut 06095-4774, 1-800-262-3862 | |
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices) | |
J. Neil McMurdie, Senior Counsel | |
ING Life Insurance and Annuity Company | |
One Orange Way, C2N, Windsor, Connecticut 06095-4774 | |
(860) 580-2824 | |
As soon as practical after the effective date of this registration statement | |
(Approximate date of commencement of proposed sale to the public) | |
If the only securities being registered on this Form are being offered pursuant to dividend or | |
interest reinvestment plans, please check the following box: [ ] | |
If any of the securities being registered to this Form are to be offered on a delayed or continuous | |
basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in | |
connection with dividend or interest reinvestment plans, 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 a 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 a registration statement pursuant to General Instruction I.D. or a post-effective | ||||
amendment thereto that shall become effective upon filing with the Commission pursuant to | ||||
Rule 462(e) under the Securities Act, check the following box. [ ] | ||||
If this Form is a post-effective amendment to a registration statement filed pursuant to General | ||||
Instruction I.D. filed to register additional securities or additional classes of securities pursuant to | ||||
Rule 413(b) under the Securities Act, check the following box. [ ] | ||||
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a | ||||
non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated | ||||
filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. | ||||
(Check one): | ||||
Large accelerated filer [ ] | Accelerated filer [ ] | |||
Non-accelerated filer [X] | Smaller reporting company [ ] | |||
(Do not check if a smaller reporting company) | ||||
Calculation of Registration Fee | ||||
Title of Each | Proposed | Proposed | ||
Class of | Maximum | Maximum | ||
Securities to be | Amount to be | Offering Price | Aggregate | Amount of |
Registered | Registered | Per Unit | Offering Price | Registration Fee |
Guaranteed | * | * | $50,000,000 | $5,730.00 |
Accumulation | ||||
Account Interests | ||||
*The proposed maximum aggregate offering price is estimated solely for the purpose of | ||||
determining the registration fee. The amount to be registered and the proposed maximum | ||||
offering price per unit are not applicable since these securities are not issued in predetermined | ||||
amounts or units. | ||||
Pursuant to Rule 429(b) of the 1933 Act, unsold securities previously registered under | ||||
Registration Statement No. 333-173298 are being carried forward to this Registration Statement. | ||||
As of February 29, 2012, the amount of such unsold securities was $113,769,000. | ||||
The Registrant hereby amends this Registration Statement on such dates as may be | ||||
necessary to delay its effective date until the Registrant shall file a further amendment | ||||
which specifically states that this Registration Statement shall thereafter become effective | ||||
in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration | ||||
Statement shall become effective on such date as the Commission, acting pursuant to | ||||
Section 8(a), may determine. |
PART I |
INFORMATION REQUIRED IN PROSPECTUS |
ING Life Insurance and Annuity Company | |
Guaranteed Accumulation Account Prospectus – April 30, 2012 | |
Introduction | |
The Guaranteed Accumulation Account (“GAA”) is a fixed interest option available during the accumulation phase | |
of certain variable annuity contracts issued by ING Life Insurance and Annuity Company (the “Company,” “we,” | |
“us,” “our”). Read this prospectus carefully before investing in GAA and save it for future reference. | |
General Description | |
GAA offers investors the opportunity to earn specified guaranteed rates of interest for specified periods of time, | |
called guaranteed terms. We generally offer several guaranteed terms at any one time for those considering investing | |
in GAA. Each guaranteed term offers a guaranteed interest rate for investments that remain in GAA for the duration | |
of the specific guaranteed term. The guaranteed term establishes both the length of time for which we agree to credit | |
a guaranteed interest rate and how long your investment must remain in GAA in order to receive the guaranteed | |
interest rate. | |
We guarantee both principal and interest if, and only if, your investment remains invested for the full guaranteed | |
term. Charges related to the contract, such as a maintenance fee or early withdrawal charge, may still apply even if | |
you do not withdraw until the end of a guaranteed term.Investments taken out of GAA prior to the end of a | |
guaranteed term may be subject to a market value adjustment, which may result in an investment gain or | |
loss. See “Market Value Adjustment,” page 12. | |
This prospectus will explain: | |
· | Guaranteed interest rates and guaranteed terms; |
· | Contributions to GAA; |
· | Types of investments available, and how they are classified; |
· | How rates are offered; |
· | How there can be an investment risk, and how we calculate gain or loss; |
· | Contract charges that can affect your account value in GAA; |
· | Taking investments out of GAA; and |
· | How to reinvest or withdraw at maturity. |
Additional Disclosure Information | |
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved | |
of these securities or passed on the accuracy or adequacy of this prospectus. Any representation to the contrary is a | |
criminal offense. We do not intend for this prospectus to be an offer to sell or a solicitation of an offer to buy these | |
securities in any state or jurisdiction that does not permit their sale. We have not authorized anyone to provide you | |
with information that is different than that contained in this prospectus. | |
Our Home Office: | |
ING Life Insurance and Annuity Company | |
One Orange Way | |
Windsor, Connecticut 06095-4774 | |
1-800-262-3862 | |
PRO.GAA-12 |
Table of Contents | ||
Summary | 3 | |
Description of the Guaranteed Accumulation Account | 6 | |
General, Contributions to GAA, Deposit Period, Guaranteed Terms, Guaranteed Term Classifications, | ||
Guaranteed Interest Rates, Interest Rate Lock, Maturity of a Guaranteed Term, Maturity Value Transfer | ||
Provision | ||
Transfers | 10 | |
Transfers from GAA, Transfers Between Guaranteed Term Classifications | ||
Withdrawals | 11 | |
Deferral of Payments, Reinvestment Privilege | ||
Market Value Adjustment (“MVA”) | 12 | |
Calculation of the MVA, MVA Formula | ||
Contract Charges | 15 | |
Other Topics | 15 | |
Anti-Money Laundering, The Company, Income Phase, Contract Loans, Investments, Distribution of | ||
Contracts, Taxation, Experts, Legal Matters, Further Information, Incorporation of Certain Documents by | ||
Reference, Inquiries | ||
Appendix I - Examples of Market Value Adjustment Calculations | 20 | |
Appendix II - Examples of Market Value Adjustment at Various Yields | 24 | |
PRO.GAA-12 | 2 |
Summary | |||
GAA is a fixed interest option that may be available during the accumulation | Questions: Contacting the | ||
phase of your annuity contract. The following is a summary of certain facts | Company.To answer your | ||
about GAA. | questions, contact your sales | ||
representative or write or call | |||
In General.Amounts that you invest in GAA will earn a guaranteed interest | our Home Office at: | ||
rate if left in GAA for a specified period of time (the guaranteed term). You | |||
must invest amounts in GAA for the full guaranteed term in order to receive | ING | ||
the quoted guaranteed interest rate. If you withdraw or transfer those amounts | USFS Customer Service | ||
before the end of the guaranteed term, we may apply a “market value | Defined Contribution | ||
adjustment,” which may be positive or negative. | Administration | ||
P.O. Box 990063 | |||
Deposit Periods.A deposit period is the time during which we offer a | Hartford, CT 06199-0063 | ||
specific guaranteed interest rate if you deposit dollars for a specific | 1-800-262-3862 | ||
guaranteed term. For a particular guaranteed interest rate and guaranteed term | |||
to apply to your account dollars, you must invest them during the deposit | |||
period in which that rate and term are offered. | |||
Guaranteed Terms.A guaranteed term is the period of time account dollars | |||
must be left in GAA in order to earn the guaranteed interest rate specified for | |||
that guaranteed term. We may offer different guaranteed terms at different | |||
times. Check with your representative or the Company to learn the details | |||
about the guaranteed term(s) currently offered. We reserve the right to limit | |||
the number of guaranteed terms or the availability of certain guaranteed terms. | |||
In addition, under certain contracts, we reserve the right to discontinue | |||
offering GAA, or to limit the availability of GAA guaranteed term | |||
classifications. | |||
Some annuity contracts that offer GAA distinguish between short- and long- | |||
term classifications of GAA. Under those contracts, we make the following | |||
distinction: | |||
· | Short-term classification—three years or less; and | ||
· | Long-term classification—between three and ten years. | ||
Guaranteed Interest Rates.We guarantee different interest rates, depending | |||
upon when account dollars are invested in GAA. The interest rate we | |||
guarantee is an annual effective yield; that means that the rate reflects a full | |||
year’s interest. We credit interest at a rate that will provide the guaranteed | |||
annual effective yield over one year. The guaranteed interest rate(s) is | |||
guaranteed for that deposit period and for the length of the guaranteed term. | |||
The guaranteed interest rates we offer will always meet or exceed the | |||
minimum interest rates agreed to in the contract, if any. Not all contracts | |||
provide for minimum interest rates for the GAA. Apart from meeting the | |||
contractual minimum interest rates, if any, we can in no way guarantee any | |||
aspect of future offerings. | |||
PRO.GAA-12 | 3 |
Interest Rate Lock.Certain contracts may provide a 45 day interest rate lock in connection with external | |||
transfers into GAA, which you must elect at the time you initiate the external transfer. Under this rate lock | |||
provision, if applicable, we will deposit external transfers to the deposit period offering the greater of (a) and (b) | |||
where: | |||
(a) | Is the guaranteed interest rate for the deposit period in effect at the time we receive the rate lock | ||
election; and | |||
(b) | Is the guaranteed interest rate for the deposit period in effect at the time we receive an external | ||
transfer from your prior provider. | |||
If applicable, this rate lock will be available to all external transfers received for 45 days from the date we receive | |||
a rate lock election. In the event we receive an external transfer after this 45 day time period, it will be deposited | |||
to the deposit period in effect at the time we receive the external transfer, and will earn the guaranteed interest rate | |||
for that guaranteed term. Only one rate lock may be in effect at one time per contract – once a rate lock has been | |||
elected, that rate lock will apply to all external transfers received during that 45 day period, and you may not elect | |||
to begin a new rate lock period during that 45 day period. | |||
Amounts subject to the rate lock will not be deposited until the external transfer has been received, and will not be | |||
credited interest until deposited. This could result in the deposit being credited interest for a shorter term than if a | |||
rate lock had not been elected. The cost of providing a rate lock may be a factor we consider when determining | |||
the guaranteed interest rate for a deposit period, which impacts the guaranteed interest rate for all investors in that | |||
guaranteed term. | |||
Fees and Other Deductions.We do not make deductions from amounts in GAA to cover mortality and expense | |||
risks. Rather, we consider these risks when determining the credited rate. The following other types of charges | |||
may be deducted from amounts held in, withdrawn or transferred from GAA: | |||
· | Market Value Adjustment (“MVA”). An MVA may be applied to amounts transferred or withdrawn prior to | ||
the end of a guaranteed term, which reflects changes in interest rates since the deposit period. The MVA may | |||
be positive or negative, and therefore may increase or decrease the amount withdrawn to satisfy a transfer or | |||
withdrawal request. See “Market Value Adjustment.” | |||
· | Tax Penalties and/or Tax Withholding. Amounts withdrawn may be subject to withholding for federal income | ||
taxes, as well as a 10% penalty tax for amounts withdrawn prior to your having attained age 59½. See | |||
“Taxation”; see also the “Tax Considerations” section of the contract prospectus. | |||
· | Early Withdrawal Charge. An early withdrawal charge, which is a deferred sales charge, may apply to | ||
amounts withdrawn from the contract, in order to reimburse us for some of the sales and administrative | |||
expenses associated with the contract. See “Contract Charges”; see also the “Fees” section of the contract | |||
prospectus. | |||
· | Maintenance Fee. An annual maintenance fee of up to $50 may be deducted pro rata from all funding options | ||
including GAA. See “Contract Charges”; see also the “Fees” section of the contract prospectus. | |||
· | Transfer Fees. Under some contracts transfer fees of up to $10 per transfer may be deducted from amounts | ||
held in or transferred from GAA during the accumulation phase. See “Contract Charges”; see also the “Fees” | |||
section of the contract prospectus. | |||
· | Premium Taxes. We may deduct a charge for premium taxes of up to 4% from amounts in GAA. See | ||
“Contract Charges”; see also the “Fees” section of the contract prospectus. | |||
· | Front End Sales Charges. Under some contracts, we may deduct front end sales charges of up to 6%. See | ||
“Contract Charges”; see also the “Fees” section of the contract prospectus. | |||
Market Value Adjustment ("MVA").If you withdraw or transfer all or part of your account value from GAA | |||
before the guaranteed term is complete, an MVA may apply. The MVA reflects the change in the value of the | |||
investment due to changes in interest rates since the date of deposit. The MVA may be positive or negative | |||
depending upon interest rate activity at the time of withdrawal or transfer. | |||
PRO.GAA-12 | 4 |
Any MVA applied to a withdrawal or transfer from GAA will be calculated as an “aggregate MVA,” which is the | ||
sum of all MVAs applicable due to the withdrawal. See the sidebar on page 12 for an example of the calculation | ||
of the aggregate MVA. The following withdrawals will be subject to an aggregate MVA only if it is positive: | ||
·Withdrawals due to the election of a lifetime income option; and | ||
·Withdrawals due to the death of the participant (if paid within the first six months following death). For certain | ||
contracts issued in the state of New York, this provision also applies in the event of disability, as defined in the | ||
contract. | ||
All other withdrawals will be subject to an aggregate MVA, regardless of whether it is positive or negative, | ||
including: | ||
· | Withdrawals due to the election of a nonlifetime income option; | |
· | Payments due to the death of the participant, if paid more than six months following death (or disability, if | |
applicable); and | ||
· | Full or partial withdrawals during the accumulation phase (except for withdrawals at the end of a guaranteed | |
term or pursuant to the maturity value transfer provision - see “Maturity of a Guaranteed Term” and | ||
“Maturity Value Transfer Provision”). | ||
Under certain contracts that guarantee a death benefit equal to the greater of the “adjusted purchase total” or the | ||
current account value (excluding loans), the calculation of the current account value will include the aggregate | ||
MVA only if it is positive, regardless of whether the death benefit is paid within six months following death. See | ||
the “Death Benefit” section of the contract prospectus. Under some of these contracts, an election to defer | ||
payment of the death benefit will result in the application of the aggregate MVA, whether positive or negative, | ||
when the beneficiary elects to begin distribution of the death benefit. | ||
See “Description of the Guaranteed Accumulation Account” and “Market Value Adjustment.” | ||
Maturity of a Guaranteed Term.On or before the end of a guaranteed term, the contract holder or you, if | ||
applicable, may instruct us to: | ||
·Transfer the matured amount to one or more new guaranteed terms available under the current deposit period; | ||
·Transfer the matured amount to other available investment options; or | ||
·Withdraw the matured amount. | ||
Amounts withdrawn may be subject to an early withdrawal charge, maintenance fee, tax withholding, and tax | ||
penalties. See “Contract Charges”; see also the “Fees” and “Tax Considerations” sections of the contract | ||
prospectus. When a guaranteed term ends, if we have not received instructions, we will automatically reinvest the | ||
maturing investment into a guaranteed term available in the current deposit period. See “Maturity Value Transfer | ||
Provision.” For contracts that distinguish between short- and long-term classifications, we will generally transfer | ||
the maturing investment to the available deposit period for the guaranteed term having the shortest maturity within | ||
the same classification. For other contracts, we will generally transfer the maturing investment in the following | ||
manner based upon availability: | ||
·To a guaranteed term of the same duration, if available; | ||
·To a guaranteed term with the next shortest duration, if available; or | ||
·To a guaranteed term with the next longest duration. | ||
If you do not provide instructions concerning the maturing amount on or before the end of a guaranteed term, and | ||
this amount is automatically reinvested as noted above, the maturity value transfer provision will apply. | ||
Maturity Value Transfer Provision.If we automatically transfer the matured investment into the current deposit | ||
period, the contract holder or you, if applicable, may, for a limited time, transfer or withdraw all or a portion of | ||
the matured investment that was transferred without the application of an MVA. As described in “Fees and Other | ||
Deductions” above, other fees, including an early withdrawal charge and a maintenance fee, may be assessed on | ||
amounts withdrawn. See “Description of the Guaranteed Accumulation Account.” | ||
PRO.GAA-12 | 5 |
Transfer of Account Dollars.Generally, account dollars invested in GAA may be transferred among guaranteed | ||
terms offered through GAA, and/or to other investment options offered through the contract. However: | ||
· | Transfers may not be made during the deposit period in which your account dollars are invested in GAA or | |
for 90 days after the close of that deposit period; and | ||
· | We may apply an MVA to transfers made before the end of a guaranteed term. | |
Transfers to other investment options offered through the contract may be subject to limits on frequent or | ||
disruptive transfers or limits imposed by the underlying funds. See the “Transfers” and “Investment Options” | ||
sections of your contract prospectus. | ||
Investments.Guaranteed interest rates credited during any guaranteed term do not necessarily relate to | ||
investment performance. Deposits received into GAA will generally be invested in federal, state and municipal | ||
obligations, corporate bonds, preferred stocks, real estate mortgages, real estate, certain other fixed income | ||
investments, and cash or cash equivalents. All of our general assets are available to meet guarantees under GAA. | ||
Amounts allocated to GAA are held in a nonunitized separate account established by the Company under | ||
Connecticut law. To the extent provided for in the contract, assets of the separate account are not chargeable with | ||
liabilities arising out of any other business that we conduct. See “Investments.” | ||
Notification of Maturity.We will notify the contract holder or you, if applicable, at least 18 calendar days | ||
prior to the maturity of a guaranteed term. We will include information relating to the current deposit period’s | ||
guaranteed interest rates and the available guaranteed terms. You may obtain information concerning available | ||
deposit periods, guaranteed interest rates, and guaranteed terms five business days prior to the maturity date by | ||
calling (1-800-262-3862). See “Description of the Guaranteed Accumulation Account—General” and “Maturity | ||
of a Guaranteed Term.” | ||
Description of the Guaranteed Accumulation Account | ||
General | ||
GAA offers guaranteed interest rates for specific guaranteed terms. For a particular guaranteed interest rate and | ||
guaranteed term to apply to your account dollars, you must invest them during the deposit period during which | ||
that rate and term are offered. Each deposit period may offer more than one guaranteed term. Guaranteed terms | ||
may be classified according to length of time to maturity, and each deposit period may offer various guaranteed | ||
terms within these classifications. | ||
Any MVA applied to a withdrawal or transfer from GAA will be calculated as an “aggregate MVA,” which is | ||
the sum of all MVAs applicable due to the withdrawal. See the sidebar on page 12 for an example of the | ||
calculation of the aggregate MVA. The following withdrawals will be subject to an aggregate MVA only if it is | ||
positive: | ||
· | Withdrawals due to the election of a lifetime income option; and | |
· | Withdrawals due to the death of the participant (under certain contracts the withdrawal must be paid within | |
the first six months following death). For certain contracts issued in the state of New York, this provision | ||
also applies in the event of disability, as defined in the contract. | ||
All other withdrawals will be subject to an aggregate MVA, regardless of whether it is positive or negative, | ||
including: | ||
· | Withdrawals due to the election of a nonlifetime income option; | |
· | Payments due to the death of the participant, if paid more than six months following death (or disability, if | |
applicable); and | ||
· | Full or partial withdrawals during the accumulation phase (except for withdrawals at the end of a guaranteed | |
term or pursuant to the maturity value transfer provision, see “Maturity of a Guaranteed Term” and | ||
“Maturity Value Transfer Provision”). | ||
PRO.GAA-12 | 6 |
We maintain a toll-free telephone number for those wishing to obtain information concerning available deposit | ||
periods, guaranteed interest rates, and guaranteed terms. The telephone number is (1-800-262-3862). At least 18 | ||
calendar days before a guaranteed term matures, we will notify the contract holder or you, if applicable, of the | ||
upcoming deposit period dates and the current guaranteed interest rates, guaranteed terms and projected matured | ||
guaranteed term values. | ||
Contributions to GAA | ||
The contract holder or you, if applicable, may invest in the guaranteed terms available in the current deposit | ||
period by allocating new purchase payments to GAA or by transferring a sum from other funding options | ||
available under the contract or from other guaranteed terms. | ||
Though we may require a minimum payment(s) to a contract, we do not require a minimum investment for a | ||
guaranteed term. Refer to the contract prospectus for any minimum payment(s) that may apply to a contract. We | ||
reserve the right to establish a minimum amount for transfers from other funding options. | ||
Investments may not be transferred from a guaranteed term during the deposit period in which the investment is | ||
applied nor during the first 90 days after the close of the deposit period. This restriction does not apply to amounts | ||
transferred or withdrawn under the maturity value transfer provision. See “Maturity Value Transfer Provision.” | ||
Deposit Period | ||
The deposit period is the period of time during which the contract holder or you, if applicable, may direct | ||
investments to a particular guaranteed term(s) and receive a stipulated guaranteed interest rate(s). Each deposit | ||
period may be a month, a calendar quarter, or any other period of time we specify. | ||
Guaranteed Terms | ||
A guaranteed term is the time we specify during which we credit the guaranteed interest rate. Generally, we will | ||
offer at least one guaranteed term of three years or less and one guaranteed term of more than three years in any | ||
deposit period. However, under certain contracts we reserve the right to limit the guaranteed terms or guaranteed | ||
term classifications offered, as well as the right to discontinue offering GAA. We offer guaranteed terms at our | ||
discretion for various periods ranging from one to ten years. | ||
Guaranteed Term Classifications | ||
Some contracts distinguish between long-term and short-term guaranteed term classifications. The following are | ||
the guaranteed term classifications: | ||
· | Short-term—All guaranteed terms of three years or less; and | |
· | Long-term—All guaranteed terms of between three and ten years. | |
During each deposit period, we may offer more than one guaranteed term within each guaranteed term | ||
classification. The contract holder or you, if applicable, may allocate investments to guaranteed terms within one | ||
or both guaranteed term classifications during a deposit period. | ||
PRO.GAA-12 | 7 |
Guaranteed Interest Rates | ||
Guaranteed interest rates are the rates that we guarantee will be credited on amounts applied during a deposit | ||
period for a specific guaranteed term. Guaranteed interest rates are annual effective yields, reflecting a full year’s | ||
interest. We credit interest at a rate that will provide the guaranteed annual effective yield over one year. | ||
Guaranteed interest rates are credited according to the length of the guaranteed term as follows: | ||
Guaranteed Terms of One Year or Less:The guaranteed interest rate is credited from the date of deposit to the | ||
last day of the guaranteed term. | ||
Guaranteed Terms of Greater than One Year:Except for certain contracts issued in the state of New York, | ||
several different guaranteed interest rates may be applicable during a guaranteed term of more than one year. The | ||
initial guaranteed interest rate is credited from the date of deposit to the end of a specified period within the | ||
guaranteed term. We may credit several different guaranteed interest rates for subsequent specific periods of time | ||
within the guaranteed term. For example, for a five-year guaranteed term we may guarantee 5% for the first year, | ||
4.75% for the next two years, and 4.5% for the remaining two years. | ||
We will not guarantee or credit a guaranteed interest rate below the minimum rate specified in the contract for | ||
GAA, if any. Additionally, we will not credit interest at a rate above the guaranteed interest rate we announce | ||
prior to the start of a deposit period. Not all contracts provide for minimum interest rates for GAA. | ||
Our guaranteed interest rates are influenced by, but do not necessarily correspond to, interest rates available on | ||
fixed income investments we may buy using deposits directed to GAA. See “Investments.” We consider other | ||
factors when determining guaranteed interest rates including regulatory and tax requirements, sales commissions | ||
and administrative expenses borne by the Company, general economic trends, competitive factors, and whether an | ||
interest rate lock is being offered for that guaranteed term under certain contracts.We make the final | ||
determination regarding guaranteed interest rates. We cannot predict the level of future guaranteed | ||
interest rates. | ||
Interest Rate Lock | ||
Certain contracts may provide a 45 day interest rate lock in connection with external transfers into GAA, which | ||
you must elect at the time you initiate the external transfer. Under this rate lock provision, if applicable, we will | ||
deposit external transfers to the deposit period offering the greater of (a) and (b) where: | ||
(a) | Is the guaranteed interest rate for the deposit period in effect at the time we receive the rate lock | |
election; and | ||
(b) | Is the guaranteed interest rate for the deposit period in effect at the time we receive an external | |
transfer from your prior provider. | ||
If applicable, this rate lock will be available to all external transfers received for 45 days from the date we receive | ||
a rate lock election. In the event we receive an external transfer after this 45 day time period, it will be deposited | ||
to the deposit period in effect at the time we receive the external transfer, and will earn the guaranteed interest rate | ||
for that guaranteed term. Only one rate lock may be in effect at one time per contract – once a rate lock has been | ||
elected, that rate lock will apply to all external transfers received during that 45 day period, and you may not elect | ||
to begin a new rate lock period during that 45 day period. | ||
Amounts subject to the rate lock will not be deposited until the external transfer has been received, and will not be | ||
credited interest until deposited. This could result in the deposit being credited interest for a shorter term than if a | ||
rate lock had not been elected. The cost of providing a rate lock may be a factor we consider when determining | ||
the guaranteed interest rate for a deposit period, which impacts the guaranteed interest rate for all investors in that | ||
guaranteed term. | ||
PRO.GAA-12 | 8 |
Maturity of a Guaranteed Term | |||
At least 18 calendar days prior to the maturity of a guaranteed term, we will | |||
notify the contract holder or you, if applicable, of the upcoming deposit | |||
period, the projected value of the amount maturing at the end of the | |||
guaranteed term, and the guaranteed interest rate(s) and guaranteed term(s) | |||
available for the current deposit period. | |||
When a guaranteed term matures, the amounts in any maturing guaranteed | |||
term may be: | |||
· | Transferred to one or more new guaranteed terms available under the | ||
current deposit period; | |||
· | Transferred to other available investment options; or | ||
· | Withdrawn from the contract. | ||
We do not apply an MVA to amounts transferred or surrendered from a | |||
guaranteed term on the date the guaranteed term matures. Amounts | |||
withdrawn, however, may be subject to an early withdrawal charge, a | |||
maintenance fee, taxation, and tax penalties. If we have not received direction | |||
from the contract holder or you, if applicable, by the maturity date of a | |||
guaranteed term, we will automatically transfer the matured value to one of | |||
the following: | |||
· | For contracts distinguishing between short- and long-term classifications, | ||
we will generally transfer the amount maturing to the available deposit | |||
period for the guaranteed term having the shortest maturity within the | |||
same classification, though it may be different than the maturing term; or | |||
· | For contracts that do not distinguish between short- and long-term | ||
classifications, we will generally transfer the maturing amount as | |||
follows: | |||
>To a guaranteed term of the same duration, if available; | |||
>To a guaranteed term with the next shortest duration, if available; or | |||
>To a guaranteed term with the next longest duration. | |||
The contract holder or you, if applicable, will receive a confirmation | |||
statement, plus information on the new guaranteed interest rate(s) and | |||
guaranteed terms. | |||
Maturity Value Transfer Provision | Business Day—any | ||
day on which the | |||
If we automatically reinvest the proceeds from a matured guaranteed term, | New York Stock | ||
the contract holder or you, if applicable, may transfer or withdraw from | Exchange is open. | ||
GAA the amount that was reinvested without an MVA. An early withdrawal | |||
charge and maintenance fee may apply to withdrawals. If the full amount | |||
reinvested is transferred or withdrawn, we will include interest credited to | |||
the date of the transfer or withdrawal. This provision is only available until | |||
the last business day of the month following the maturity date of the prior | |||
guaranteed term. This provision only applies to the first transfer or | |||
withdrawal request received from the contract holder or you, if applicable, | |||
with respect to a particular matured guaranteed term value, regardless of the | |||
amount involved in the transaction. | |||
PRO.GAA-12 | 9 |
Transfers | |
We allow the contract holder or you, if applicable, to transfer all or a portion of your account value to GAA or to | |
other investment options under the contract. We do not allow transfers from any guaranteed term to any other | |
guaranteed term or investment option during the deposit period for that guaranteed term or for 90 days following | |
the close of that deposit period, except for amounts transferred under the maturity value transfer provision. | |
We do not apply an MVA to the value transferred upon maturity of a guaranteed term nor for values transferred | |
under the maturity value transfer provision. We do not count either of these types of transfers as one of the 12 free | |
transfers allowed per calendar year by those contracts allowing only 12 free transfers. Transfers to other | |
investment options through the contract may be subject to limits on frequent or disruptive transfers or limits | |
imposed by the underlying funds. See the “Transfers” and “Investment Options” sections of your contract | |
prospectus. | |
When the contract holder or you, if applicable, requests the transfer of a specific dollar amount, we account for | |
any applicable MVA in determining the amount to be withdrawn from a guaranteed term(s) to fulfill the request. | |
Therefore, the amount we actually withdraw from the guaranteed term(s) may be more or less than the requested | |
dollar amount. See “Appendix I” for an example. For more information on transfers, see the contract prospectus. | |
Transfers from GAA | |
For contracts that do not distinguish between short- and long-term classifications, the contract holder or you, if | |
applicable, may choose the guaranteed term from which funds will first be withdrawn. If there is more than one | |
guaranteed term of the same duration, we will withdraw funds starting from the oldest guaranteed term that has | |
not reached maturity. | |
If we do not receive direction, we will withdraw funds pro rata from each guaranteed term in which you are | |
invested. If there is more than one guaranteed term of the same duration, we will withdraw funds starting from the | |
oldest guaranteed term that has not reached maturity. | |
For contracts that distinguish between short- and long-term classifications, the contract holder or you, if | |
applicable, may choose the guaranteed term classification from which funds will be first withdrawn. We will | |
withdraw funds starting from the oldest guaranteed term that has not reached maturity within the classification | |
chosen. | |
If we do not receive direction, we will withdraw funds pro rata from the guaranteed term classifications, starting | |
with the oldest guaranteed term that has not reached maturity, and any other investment options. | |
We will apply an MVA to transfers made before the end of a guaranteed term. See “Market Value Adjustment.” | |
Transfers between Guaranteed Term Classifications | |
(For contracts that distinguish between short-term and long-term classifications only) | |
The contract holder or you, if applicable, may transfer amounts from short-term guaranteed terms to available | |
long-term guaranteed terms of the current deposit period, or from long-term guaranteed terms to available short- | |
term guaranteed terms of the current deposit period. | |
For example, funds may be transferred from a three-year guaranteed term (any time after 90 days from the close | |
of the deposit period applicable to that three-year guaranteed term) to the open deposit period of a seven-year | |
guaranteed term. | |
PRO.GAA-12 | 10 |
Funds will be first transferred from the oldest deposit period for which the guaranteed term has not reached | |
maturity and we will assess an MVA on the transferred amount. These transfers are counted toward the 12 free | |
transfers allowed per calendar year by those contracts allowing only 12 free transfers. | |
We do not permit the transfer of value from one guaranteed term prior to its maturity to another guaranteed term | |
within the same classification. For example, we do not permit transfers from one-year to three-year, one-year to | |
one-year, five-year to seven-year, or ten-year to seven-year guaranteed terms. | |
Withdrawals | |
The contract allows for full or partial withdrawals from GAA at any time during the accumulation phase. To make | |
a full or partial withdrawal, a request form (available from us) must be properly completed and submitted to our | |
Home Office (or other designated office as provided in the contract). | |
Partial withdrawals are made pro rata from funding options unless the contract holder or you, if applicable, | |
request otherwise. For contracts that do not distinguish between short- and long-term classifications, each | |
guaranteed term is considered a separate funding option for the purpose of a partial withdrawal. | |
The contract holder or you, if applicable, may choose the guaranteed term from which funds will be withdrawn. If | |
there is more than one guaranteed term of the same duration, we will withdraw funds starting from the oldest | |
guaranteed term that has not reached maturity. If no guaranteed term is elected, we will withdraw funds pro rata | |
from each guaranteed term in which you are invested. | |
For contracts distinguishing between short- and long-term classifications, each guaranteed term classification is | |
considered a separate funding option for the purpose of a partial withdrawal. The contract holder or you, if | |
applicable, may elect to take a partial withdrawal from either guaranteed term classification. We will first | |
withdraw funds from the oldest guaranteed term that has not reached maturity within the chosen classification. If | |
no guaranteed term classification is elected, we will withdraw funds pro rata from each classification (starting | |
with the oldest guaranteed term that has not reached maturity) and other funding options. | |
We may apply an MVA to withdrawals made prior to the end of a guaranteed term, except for withdrawals made | |
under the maturity value transfer provision. See “Market Value Adjustment.” We may deduct an early withdrawal | |
charge and a maintenance fee depending upon the terms of the contract. The early withdrawal charge is a deferred | |
sales charge that may be deducted upon withdrawal to reimburse us for some of the sales and administrative | |
expenses associated with the contract. A maintenance fee up to $50 may be deducted pro rata from each of the | |
funding options, including GAA. Refer to the contract prospectus for a description of these fees. When a request | |
for a partial withdrawal of a specific dollar amount is made, we will include the MVA in determining the amount | |
to be withdrawn from the guaranteed term(s) to fulfill the request. Therefore, the amount we actually take from | |
the guaranteed term(s) may be more or less than the dollar amount requested. See “Appendix I” for an example. | |
Deferral of Payments | |
Under certain emergency conditions, we may defer payment of a GAA withdrawal for up to six months. Refer to | |
the contract prospectus for more details. | |
Reinvestment Privilege | |
If allowed by the contract, the contract holder or you, if applicable, may elect to reinvest all or a portion of a full | |
withdrawal during the 30 days following such a withdrawal. We must receive amounts for reinvestment within 60 | |
days of the withdrawal. | |
We will apply reinvested amounts to the current deposit period. This means that the guaranteed annual interest | |
rate and guaranteed terms available on the date of reinvestment will apply. Amounts are reinvested in the | |
guaranteed term classifications, where applicable, in the same proportion as prior to the full withdrawal. Any | |
negative MVA we applied to a withdrawal will not be refunded, and any taxes that were withheld may also not be | |
refunded. Refer to the contract prospectus for further details. | |
PRO.GAA-12 | 11 |
Market Value Adjustment (“MVA”) | ||
Aggregate MVAis the total of | We apply an MVA to amounts transferred or withdrawn from GAA prior to | |
all MVAs applied due to a | the end of a guaranteed term. To accommodate early withdrawals or | |
transfer or withdrawal. | transfers, we may need to liquidate certain assets or use cash that could | |
otherwise be invested at current interest rates. When we sell assets | ||
Calculation of the Aggregate | prematurely we could realize a profit or loss depending upon market | |
MVA—In order to satisfy a | conditions. | |
transfer or withdrawal, | ||
amounts may be withdrawn | The MVA reflects changes in interest rates since the deposit period. When | |
from more than one guaranteed | interest rates increase after the deposit period, the value of the investment | |
term, with more than one | decreases and the market value adjustment amount may be negative. | |
guaranteed interest rate. In | Conversely, when interest rates decrease after the deposit period, the value of | |
order to determine the MVA | the investment increases and the market value adjustment amount may be | |
applicable to such a transfer or | positive. Therefore, the application of an MVA may increase or decrease the | |
withdrawal, the MVAs | amount withdrawn from a guaranteed term to satisfy a withdrawal or transfer | |
applicable toeach guaranteed | request. | |
termwill be added | ||
together, in order to determine | An MVA applied to a withdrawal or transfer from GAA will be calculated as | |
the “aggregate MVA.” | an “aggregate MVA,” which is the sum of all MVAs applicable due to the | |
withdrawal. See the sidebar on this page for an example of the calculation of | ||
Example:$1,000 withdrawal, | the aggregate MVA. The following withdrawals will be subject to an | |
two guaranteed terms. | aggregate MVA only if it is positive: | |
· | Withdrawals due to the election of a lifetime income option; and | |
MVA1 = $10, MVA2 = - $30 | · | Withdrawals due to the death of the participant (if paid within the first |
$10 + - $30 = - $20. | six months following death). For certain contracts issued in the state of | |
Aggregate MVA = - $20. | New York, this provision also applies in the event of disability, as | |
defined in the contract. | ||
Example:$1,000 withdrawal, | ||
two guaranteed terms. | All other withdrawals will be subject to an aggregate MVA, regardless of | |
whether it is positive or negative, including: | ||
MVA1 = $30, MVA2 = - $10 | · | Withdrawals due to the election of a nonlifetime income option; |
$30 + - $10 = $20. | · | Payments due to the death of the participant, if paid more than six |
Aggregate MVA = $20. | months following death (or disability, if applicable under your contract); | |
and | ||
· | Full or partial withdrawals during the accumulation phase (except for | |
withdrawals at the end of a guaranteed term or pursuant to the maturity | ||
value transfer provision). See “Maturity of a Guaranteed Term” and | ||
“Maturity Value Transfer Provision.” | ||
Should two or more consecutive guaranteed terms have the same guaranteed | ||
interest rate and mature on the same date, we will calculate an MVA | ||
applicable to each. We will apply the MVA that is more favorable to you to | ||
any withdrawal or transfer from either guaranteed term prior to their | ||
maturity. | ||
Under some contracts, election of a systematic distribution option, as | ||
described in the contract prospectus, will not result in an MVA being applied | ||
to amounts withdrawn from GAA. | ||
Under certain contracts that guarantee a death benefit equal to the greater of | ||
the “adjusted purchase total” or the current account value (excluding loans), | ||
the calculation of the current account value will include the aggregate MVA | ||
only if it is positive, regardless of whether the death benefit is paid within | ||
six months following death. See the “Death Benefit” section of the contract | ||
prospectus. Under some of these contracts, an election to defer payment of | ||
the death benefit will result in the application of the aggregate MVA, | ||
whether positive or negative, when the beneficiary elects to begin | ||
distribution of the death benefit. | ||
PRO.GAA-12 | 12 |
Calculation of the MVA | |
There are two methods for calculating the MVA, and the method that applies to you will be set forth in your | |
contract.You should check your contract to see which method of calculating the MVA applies to you. | |
Method One.For contracts that use Method One to calculate the MVA, the amount of the MVA depends on the | |
relationship between: | |
·The average corporate bond yield (US Treasury Rate plus spread over Treasury) of the month of deposit for the | |
corresponding guaranteed term; and | |
·The current corporate bond yield (US Treasury Rate plus spread over Treasury) at the time of withdrawal for a | |
period equal to the remainder of the guaranteed term. | |
If the current corporate bond yield at the time of withdrawal is less than the average corporate bond yield of the | |
month of deposit, the MVA will decrease the amount withdrawn from a guaranteed term to satisfy a transfer or | |
withdrawal request (the MVA will be positive). If the current corporate bond yield at the time of withdrawal is | |
greater than the average corporate bond yield of the month of deposit, the MVA will increase the amount withdrawn | |
from a guaranteed term (the MVA will be negative). | |
Method Two.For contracts that do not use Method One to calculate the MVA, the amount of the MVA depends on | |
the relationship between: | |
·The deposit period yield of U.S. Treasury Notes that will mature in the last quarter of the guaranteed term; and | |
·The current yield of such U.S. Treasury Notes at the time of withdrawal. | |
If the current yield is less than the deposit period yield, the MVA will decrease the amount withdrawn from a | |
guaranteed term to satisfy a transfer or withdrawal request (the MVA will be positive). If the current yield is greater | |
than the deposit period yield, the MVA will increase the amount withdrawn from a guaranteed term (the MVA will | |
be negative). | |
Deposit Period Yield.We determine the deposit period yield used in the MVA calculation by considering | |
interest rates prevailing during the deposit period of the guaranteed term from which the transfer or withdrawal | |
will be made. First, we identify the Treasury Notes that mature in the last three months of the guaranteed term. | |
Then, we determine their yield-to-maturity percentages for the last business day of each week in the deposit | |
period. We then average the resulting percentages to determine the deposit period yield. Treasury Note | |
information may be found each business day in publications such as the Wall Street Journal which publishes the | |
yield-to-maturity percentages for all Treasury Notes as of the preceding business day. | |
Current Yield.We use the same Treasury Notes identified for the deposit period yield to determine the | |
current yield—Treasury Notes that mature in the last three months of the guaranteed term. However, we use the | |
yield-to-maturity percentages for the last business day of the week preceding the withdrawal and average those | |
percentages to get the current yield. | |
PRO.GAA-12 | 13 |
MVA Formulas | |
Method One.The mathematical formula used to determine the MVA using Method One is: | |
x | |
365 | |
{(1(1++ba++j)i)} | |
Where: | |
ais the average of the US Treasury Rate in effect on the first four Fridays of the month of deposit for the | |
corresponding guaranteed term; | |
bis the US Treasury Rate in effect on the withdrawal date (based on the previous Friday) for a period equal to the | |
remainder of the guaranteed term; | |
iis the average of the spread over Treasury on the Barclays US Corporate Investment Grade Index (if unavailable a | |
similar service will be utilized) in effect on the first four Fridays of the month of deposit for the corresponding | |
guaranteed term; | |
jis the spread over Treasury on the Barclays US Corporate Investment Grade Index (if unavailable a similar service | |
will be utilized) in effect on the withdrawal date (based on the previous Friday) for a period equal to the remainder | |
of the guaranteed term; and | |
xis the number of days remaining, (computed from Wednesday of the week of withdrawal) in the guaranteed term. | |
Note that the Company may change the weekdays noted above, subject to the terms of your contract. | |
Method Two.The mathematical formula used to determine the MVA using Method Two is: | |
x | |
365 | |
{(1(1++j)i)} | |
whereiis the deposit period yield;jis the current yield; andxis the number of days remaining (computed from | |
Wednesday of the week of withdrawal) in the guaranteed term. | |
For examples of how we calculate MVA, refer to Appendix I. | |
We make an adjustment in the formula of the MVA to reflect the period of time remaining in the guaranteed term | |
from the Wednesday of the week of a withdrawal. | |
PRO.GAA-12 | 14 |
Contract Charges | |
Certain charges may be deducted directly or indirectly from the funding options available under the contract, | |
including GAA. | |
The contract may have a maintenance fee of up to $50 that we will deduct, on an annual basis, pro rata from all | |
funding options including GAA. We may also deduct a maintenance fee upon full withdrawal of a contract. | |
The contract may have an early withdrawal charge that we will deduct, if applicable, upon a full or partial | |
withdrawal from the contract. If the withdrawal occurs prior to the maturity of a guaranteed term, both the early | |
withdrawal charge and an MVA may be assessed. | |
We do not deduct mortality and expense risk charges and other asset-based charges that may apply to variable | |
funding options from GAA. These charges are only applicable to the variable funding options. | |
We may deduct a charge for premium taxes of up to 4% from amounts in GAA, and, under some contracts, front | |
end sales charges of up to 6%. | |
Under certain contracts, we reserve the right to charge $10 for each transfer of accumulated value between | |
available investment options over 12 free transfers per calendar year. | |
Refer to the contract prospectus for further details on contract charges. | |
Other Topics | |
Anti-Money Laundering | |
In order to protect against the possible misuse of our products in money laundering or terrorist financing, we have | |
adopted an anti-money laundering program satisfying the requirements of the USA PATRIOT Act and other current | |
anti-money laundering laws. Among other things, this program requires us, our agents and customers to comply with | |
certain procedures and standards that will allow us to verify the identity of the sponsoring organization and that | |
contributions and loan repayments are not derived from improper sources. | |
Under our anti-money laundering program, we may require customers, and/or beneficiaries to provide sufficient | |
evidence of identification, and we reserve the right to verify any information provided to us by accessing | |
information databases maintained internally or by outside firms. | |
We may also refuse to accept certain forms of payments or loan repayments (traveler’s cheques, cashier's checks, | |
bank drafts, bank checks and treasurer's checks, for example) or restrict the amount of certain forms of payments or | |
loan repayments (money orders totaling more than $5,000, for example). In addition, we may require information as | |
to why a particular form of payment was used (third party checks, for example) and the source of the funds of such | |
payment in order to determine whether or not we will accept it. Use of an unacceptable form of payment may result | |
in us returning the payment to you. | |
Applicable laws designed to prevent terrorist financing and money laundering might, in certain | |
circumstances, require us to block certain transactions until authorization is received from the appropriate | |
regulator. We may also be required to provide additional information about you and your policy to | |
government regulators. | |
Our anti-money laundering program is subject to change without notice to take account of changes in applicable | |
laws or regulations and our ongoing assessment of our exposure to illegal activity. | |
PRO.GAA-12 | 15 |
The Company | |
ING Life Insurance and Annuity Company is a direct, wholly owned subsidiary of Lion Connecticut Holdings | |
Inc. | |
We are a stock life insurance company organized under the insurance laws of the State of Connecticut in 1976 and | |
an indirect wholly owned subsidiary of ING Groep N.V. ("ING"), a global financial institution active in the fields | |
of insurance, banking and asset management. Through a merger, our operations include the business of Aetna | |
Variable Annuity Life Insurance Company (formerly known as Participating Annuity Life Insurance Company, an | |
Arkansas life insurance company organized in 1954). Prior to January 1, 2002, the Company was known as Aetna | |
Life Insurance and Annuity Company. | |
As part of a restructuring plan approved by the European Commission, ING has agreed to separate its banking | |
and insurance businesses by 2013. ING intends to achieve this separation by divestment of its insurance and | |
investment management operations, including the Company. ING has announced that it will explore all options for | |
implementing the separation including initial public offerings, sales or a combination thereof. On November 10, | |
2010, ING announced that ING and its U.S. insurance affiliates, including the Company, are preparing for a base | |
case of an initial public offering (“IPO”) of the Company and its U.S.-based insurance and investment management | |
affiliates. | |
We are engaged in the business of issuing life insurance and annuities. | |
Our principal executive offices are located at: | |
One Orange Way | |
Windsor, Connecticut 06095-4774 | |
Income Phase | |
GAA may not be used as a funding option during the income phase. Amounts invested in guaranteed terms must | |
be transferred to one or more of the options available to fund income payments before income payments can | |
begin. | |
An aggregate MVA, as previously described, may be applied to amounts transferred to fund income payments | |
before the end of a guaranteed term. Amounts used to fund lifetime income payments will only receive an | |
aggregate MVA to the extent it is positive; however amounts transferred to fund a nonlifetime income payment | |
option may be subject to either a positive or negative aggregate MVA. | |
Refer to the contract prospectus for a further discussion of the income phase. | |
Contract Loans | |
(403(b) and some 457 and 401(a) Plans Only) | |
The contract holder or you, if applicable, may not take a loan from amounts held in GAA, but we include amounts | |
invested in GAA when calculating the account value that determines the amount available for a loan. Amounts | |
held in GAA must be transferred to a funding option available for loans in order to be received as a loan. Refer to | |
the contract prospectus for more information on contract loans. We will apply an MVA to amounts transferred | |
from guaranteed terms due to a loan request. | |
Investments | |
Amounts applied to GAA will be deposited in a nonunitized separate account established under Connecticut law. | |
A nonunitized separate account is a separate account in which neither the contract holder nor you participate in the | |
performance of the assets through unit values or any other interest. Contract holders and participants allocating | |
funds to the nonunitized separate account do not receive a unit value of ownership of assets accounted for in this | |
separate account. The risk of investment gain or loss is borne entirely by the Company. All Company obligations | |
due to allocations to the nonunitized separate account are contractual guarantees of the Company and are | |
accounted for in the separate account. All of the general assets of the Company are available to meet our | |
contractual guarantees. To the extent provided for in the applicable contract, the assets of the nonunitized separate | |
PRO.GAA-12 | 16 |
account are not chargeable with liabilities resulting from any other business of the Company. Income, gains and | ||
losses of the separate account are credited to or charged against the separate account without regard to other | ||
income, gains or losses of the Company. | ||
Types of Investments.We intend to invest primarily in investment-grade fixed income securities including: | ||
· | Securities issued by the United States Government; | |
· | Issues of U.S. Government agencies or instrumentalities (these issues may or may not be guaranteed by the | |
United States Government); | ||
· | Debt securities that have an investment grade, at the time of purchase, within the four highest grades assigned | |
by Moody’s Investors Services, Inc. (Aaa, Aa, A or Baa), Standard & Poor’s Corporation (AAA, AA, A or | ||
BBB) or any other nationally recognized rating service; | ||
· | Other debt instruments, including those issued or guaranteed by banks or bank holding companies, and of | |
corporations, which although not rated by Moody’s, Standard & Poor’s, or other nationally recognized rating | ||
services, are deemed by the Company’s management to have an investment quality comparable to securities | ||
that may be purchased as stated above; or | ||
· | Commercial paper, cash or cash equivalents, and other short-term investments having a maturity of less than | |
one year that are considered by the Company’s management to have investment quality comparable to | ||
securities, which may be purchased as stated above. | ||
We may invest in futures and options. We purchase financial futures, related options and options on securities | ||
solely for non-speculative hedging purposes. Should securities prices be expected to decline, we may sell a futures | ||
contract or purchase a put option on futures or securities to protect the value of securities held in or to be sold for | ||
the nonunitized separate account. Similarly, if securities prices are expected to rise, we may purchase a futures | ||
contract or a call option against anticipated positive cash flow or may purchase options on securities. | ||
We are not obligated to invest the assets attributable to the contracts according to any particular strategy, | ||
except as required by Connecticut and other state insurance laws. The guaranteed interest rates established | ||
by the Company may not necessarily relate to the performance of the nonunitized separate account. | ||
Distribution of Contracts | ||
The Company’s subsidiary, ING Financial Advisers, LLC serves as the principal underwriter for the variable | ||
annuity contracts that include GAA as an investment option. ING Financial Advisers, LLC, a Delaware limited | ||
liability company, is registered as a broker-dealer with the Securities and Exchange Commission (“SEC”).ING | ||
Financial Advisers, LLC is also a member of the Financial Industry Regulatory Authority (FINRA) and the | ||
Securities Investor Protection Corporation. ING Financial Advisers, LLC’s principal office is located at One | ||
Orange Way, Windsor, Connecticut 06095-4774. | ||
As principal underwriter, ING Financial Advisers, LLC may enter into arrangements with one or more registered | ||
broker-dealers to offer and sell the contracts. We and our affiliate(s) may also sell the contracts directly. All | ||
individuals offering and selling the contracts must be registered representatives of a broker-dealer and must be | ||
licensed as insurance agents to sell variable annuity contracts. For additional information, see the contract | ||
prospectus. | ||
Taxation | ||
You should seek advice from your tax adviser as to the application of federal (and where applicable, state and | ||
local) tax laws to amounts paid to or distributed under the contracts. Refer to the applicable contract prospectus | ||
for a further discussion of tax considerations. | ||
Taxation of the Company.We are taxed as a life insurance company under Part I of Subchapter L of the Internal | ||
Revenue Code. The Company owns all assets supporting the contract obligations of GAA. Any income earned on | ||
such assets is considered income to the Company. We do not intend to make any provision or impose a charge | ||
under the contracts with respect to any tax liability of the Company. | ||
Taxation of Payments and Distributions.For information concerning the tax treatment of payments to and | ||
distributions from the contracts, please refer to the applicable contract prospectus. | ||
PRO.GAA-12 | 17 |
Experts | |
The consolidated financial statements of the Company appearing in the Company’s Annual Report on Form 10- | |
K for the year ended December 31, 2011 (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. | |
Legal Matters | |
For information regarding legal matters affecting the Company or the distributor of the variable annuity contracts, | |
please refer to the applicable contract prospectus. | |
Further Information | |
This prospectus does not contain all of the information contained in the registration statement of which this | |
prospectus is a part. Portions of the registration statement have been omitted from this prospectus as allowed by the | |
SEC. You may obtain the omitted information from the offices of the SEC, as described below. | |
We are required by the Securities Exchange Act of 1934 (the “Exchange Act”) to file periodic reports and other | |
information with the SEC. You may inspect or copy information concerning the Company at the Public Reference | |
Branch of the SEC at: | |
SEC Public Reference Branch | |
100 F Street, NE, Room 1580 | |
Washington, D.C. 20549 | |
You may also obtain copies of these materials at prescribed rates from the Public Reference Branch of the above | |
office. You may obtain information on the operation of the Public Reference Branch by calling the SEC at either 1- | |
800-SEC-0330 or 1-202-551-8090 or by e-mailing publicinfo@sec.gov. You may also find more information about | |
the Company by visiting the Company’s homepage on the internet at www.ingretirementplans.com. | |
Our filings are available to the public on the SEC’s website at www.sec.gov. We also make our filings | |
available on our website at http://ing.us/about-ing/company-overview/financial-reports. (These uniform resource | |
locators (URLs) are inactive textual references only and are not intended to incorporate the SEC website or our | |
website into this prospectus.) When looking for more information about the contract, you may find it useful to use | |
the number assigned to the registration statement under the Securities Act of 1933. This number is 333-______ | |
You can also find this prospectus and other information the Company files electronically with the SEC on the SEC’s | |
web site at http://www.sec.gov. | |
Incorporation of Certain Documents by Reference | |
The SEC allows us to “incorporate by reference” information that we file with the SEC into this prospectus, | |
which means that incorporated documents are considered part of this prospectus. We can disclose important | |
information to you by referring you to those documents. This prospectus incorporates by reference the Annual | |
Report on Form 10-K for the year ended December 31, 2011. Form 10-K contains additional information about the | |
Company and includes certified financial statements as of December 31, 2011 and 2010, and for each of the three | |
years in the period ended December 31, 2011. We were not required to file any other reports pursuant to Sections | |
13(a) or 15(d) of the Exchange Act since December 31, 2011. All documents subsequently filed by the Company | |
pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, prior to the termination of the offering shall be | |
deemed to be incorporated by reference into this prospectus. | |
PRO.GAA-12 | 18 |
You may request a free copy of any documents incorporated by reference in this prospectus (including any exhibits | |
that are specifically incorporated by reference in them). Please direct your request to: | |
ING Life Insurance and Annuity Company | |
Customer Service Center | |
One Orange Way | |
Windsor, CT 06095-4774 | |
1-800-262-3862 | |
Inquiries | |
You may contact us directly by writing or calling to us at the address or phone number shown above. | |
PRO.GAA-12 | 19 |
Appendix I | ||||||||
Examples of Market Value Adjustment Calculations | ||||||||
The following are examples of market value adjustment ("MVA”) calculations using several | ||||||||
hypothetical yields, applicable to contracts that use Method One to calculate the MVA.These examples do | ||||||||
not include the effect of any early withdrawal charge or other fees that may be assessed under the contract upon | ||||||||
withdrawal. | ||||||||
EXAMPLE I | ||||||||
ais the average of the US Treasury Rate in effect on the first four Fridays of the month of deposit for the | ||||||||
corresponding guaranteed term; | ||||||||
bis the US Treasury Rate in effect on the withdrawal date (based on the previous Friday) for a period equal to the | ||||||||
remainder of the guaranteed term; | ||||||||
iis the average of the spread over Treasury on the Barclays US Corporate Investment Grade Index (if unavailable a | ||||||||
similar service will be utilized) in effect on the first four Fridays of the month of deposit for the corresponding | ||||||||
guaranteed term; | ||||||||
jis the spread over Treasury on the Barclays US Corporate Investment Grade Index (if unavailable a similar service | ||||||||
will be utilized) in effect on the withdrawal date (based on the previous Friday) for a period equal to the remainder | ||||||||
of the guaranteed term; and | ||||||||
xis the number of days remaining, (computed from Wednesday of the week of withdrawal) in the guaranteed term. | ||||||||
Note that the Company may change the weekdays noted above, subject to the terms of your contract. | ||||||||
Assumptions: | Assumptions: | |||||||
a | = 3% | a | = 4% | |||||
i | = 1% | i | = 1% | |||||
b | = 5% | b | = 5% | |||||
j | = 1% | j | = 1% | |||||
x | = 927 | x | = 927 | |||||
x | x | |||||||
(1 +a+i) | 365 | (1 +a+i) | 365 | |||||
MVA | ={(1 +b+j) | } | MVA | = | {(1 +b+j) | } | ||
927 | 927 | |||||||
(1.04) | 365 | (1.05) | 365 | |||||
MVA | ={(1.06) | } | MVA | = | {(1.06) | } | ||
= .9528 | = .9762 | |||||||
In this example, the average corporate bond yield of the | In this example, the average corporate bond yield | |||||||
month of deposit (a + i) of 4% is less than the current | of the month of deposit (a + i) of 5% is less than | |||||||
corporate bond yield at the time of withdrawal (b + j) of | the current corporate bond yield at the time of | |||||||
6%; therefore, the MVA is less than one. The amount | withdrawal (b + j) of 6%; therefore, the MVA is | |||||||
withdrawn from the guaranteed term is multiplied by | less than one. The amount withdrawn from the | |||||||
this MVA. | guaranteed term is multiplied by this MVA. | |||||||
If a withdrawal or transfer request of a specific dollar | If a withdrawal or transfer request of a specific | |||||||
amount is requested, the amount withdrawn from a | dollar | amount is requested, the amount | ||||||
guaranteed term will be increased to compensate for the | withdrawn | from a guaranteed term will be | ||||||
negative MVA amount. For example, a withdrawal | increased to compensate for the negative MVA | |||||||
request to receive a check for $2,000 would result in a | amount. For example, a withdrawal request to | |||||||
$2,099.08 withdrawal from the guaranteed term. | receive a check for $2,000 would result in a | |||||||
$2,048.76 withdrawal from the guaranteed term. | ||||||||
PRO.GAA-12 | 20 |
EXAMPLE II | ||||||||
ais the average of the US Treasury Rate in effect on the first four Fridays of the month of deposit for the | ||||||||
corresponding guaranteed term; | ||||||||
bis the US Treasury Rate in effect on the withdrawal date (based on the previous Friday) for a period equal to the | ||||||||
remainder of the guaranteed term; | ||||||||
iis the average of the spread over Treasury on the Barclays US Corporate Investment Grade Index (if unavailable a | ||||||||
similar service will be utilized) in effect on the first four Fridays of the month of deposit for the corresponding | ||||||||
guaranteed term; | ||||||||
jis the spread over Treasury on the Barclays US Corporate Investment Grade Index (if unavailable a similar service | ||||||||
will be utilized) in effect on the withdrawal date (based on the previous Friday) for a period equal to the remainder | ||||||||
of the guaranteed term; and | ||||||||
xis the number of days remaining, (computed from Wednesday of the week of withdrawal) in the guaranteed term. | ||||||||
Note that the Company may change the weekdays noted above, subject to the terms of your contract. | ||||||||
Assumptions: | Assumptions: | |||||||
a | = 5% | a | = 4% | |||||
i | = 1% | i | = 1% | |||||
b | = 3% | b | = 3% | |||||
j | = 1% | j | = 1% | |||||
x | = 927 | x | = 927 | |||||
x | x | |||||||
(1 +a+i) | 365 | (1 +a+i) | 365 | |||||
MVA | ={(1 +b+j) | } | MVA | = | {(1 +b+j) | } | ||
927 | 927 | |||||||
(1.06) | 365 | (1.05) | 365 | |||||
MVA | ={(1.04) | } | MVA | = | {(1.04) | } | ||
= 1.0496 | = 1.0246 | |||||||
In this example, the average corporate bond yield of the | In this example, the average corporate bond yield | |||||||
month of deposit (a + i) of 6% is greater than the current | of the month of deposit (a + i) of 5% is greater | |||||||
corporate bond yield at the time of withdrawal (b + j) of | than the current corporate bond yield at the time | |||||||
4%; therefore, the MVA is greater than one. The amount | of withdrawal (b + j) of 4%; therefore, the MVA | |||||||
withdrawn from the guaranteed term is multiplied by | is greater than one. The amount withdrawn from | |||||||
this MVA. | the guaranteed term is multiplied by this MVA. | |||||||
If a withdrawal or transfer request of a specific dollar | If a withdrawal or transfer request of a specific | |||||||
amount is requested, the amount withdrawn from a | dollar | amount is requested, the amount | ||||||
guaranteed term will be decreased to reflect the positive | withdrawn | from a guaranteed term will be | ||||||
MVA amount. For example, a withdrawal request to | decreased to reflect the positive MVA amount. | |||||||
receive a check for $2,000 would result in a $1,905.49 | For example, a withdrawal request to receive a | |||||||
withdrawal from the guaranteed term. | check for $2,000 would result in a $1,951.98 | |||||||
withdrawal from the guaranteed term. | ||||||||
PRO.GAA-12 | 21 |
The following are examples of market value adjustment ("MVA") calculations using several hypothetical | ||||||||
deposit period yields and current yields, applicable to contracts that use Method Two to calculate the MVA. | ||||||||
These examples do not include the effect of any early withdrawal charge or other fees that may be assessed under | ||||||||
the contract upon withdrawal. | ||||||||
EXAMPLE I | ||||||||
Assumptions: | Assumptions: | |||||||
i, | the deposit period yield, is 4% | i, | the deposit period yield, is 5% | |||||
j, | the current yield, is 6% | j, | the current yield, is 6% | |||||
x, | the number of days remaining (computed from | x, | the number of days remaining (computed from | |||||
Wednesday of the week of withdrawal) in the | Wednesday of the week of withdrawal) in the | |||||||
guaranteed term, is 927. | guaranteed term, is 927. | |||||||
x | x | |||||||
365 | 365 | |||||||
(1 +i) | (1 +i) | |||||||
MVA | = | {(1 +j)} | MVA | = | {(1 +j) | } | ||
927 | 927 | |||||||
365 | 365 | |||||||
(1.04) | (1.05) | |||||||
MVA | = | {(1.06)} | MVA | = | {(1.06) | } | ||
= .9528 | = .9762 | |||||||
In this example, the deposit period yield of 4% is less | In this example, the deposit period yield of 5% is | |||||||
than the current yield of 6%; therefore, the MVA is less | less than the current yield of 6%; therefore, the | |||||||
than one. The amount withdrawn from the guaranteed | MVA is less than one. The amount withdrawn | |||||||
term is multiplied by this MVA. | from the guaranteed term is multiplied by this | |||||||
MVA. | ||||||||
If a withdrawal or transfer request of a specific dollar | ||||||||
amount | is requested, the amount withdrawn from a | If a withdrawal or transfer request of a specific | ||||||
guaranteed term will be increased to compensate for the | dollar | amount is requested, the amount | ||||||
negative MVA amount. For example, a withdrawal | withdrawn from a guaranteed term will be | |||||||
request to receive a check for $2,000 would result in a | increased to compensate for the negative MVA | |||||||
$2,099.08 withdrawal from the guaranteed term. | amount. For example, a withdrawal request to | |||||||
receive a check for $2,000 would result in a | ||||||||
$2,048.76 withdrawal from the guaranteed term. | ||||||||
PRO.GAA-12 | 22 |
EXAMPLE II | ||||||||||||
Assumptions: | Assumptions: | |||||||||||
i, | the deposit period yield, is 6% | i, | the deposit period yield, is 5% | |||||||||
j, | the current yield, is 4% | j, | the current yield, is 4% | |||||||||
x, | the number of days remaining (computed from | x, | the number of days remaining (computed from | |||||||||
Wednesday of the week of withdrawal) in the | Wednesday of the week of withdrawal) in the | |||||||||||
guaranteed term, is 927. | guaranteed term, is 927. | |||||||||||
x | x | |||||||||||
365 | 365 | |||||||||||
(1 +i) | (1 +i) | |||||||||||
MVA | = | {(1 +j) | } | MVA | = | {(1 +j) | } | |||||
927 | 927 | |||||||||||
365 | 365 | |||||||||||
(1.06) | (1.05) | |||||||||||
MVA | = | {(1.04) | } | MVA | = | {(1.04) | } | |||||
= 1.0496 | = 1.0246 | |||||||||||
In this example, the deposit period yield of 6% is | In this example, the deposit period yield of 5% | |||||||||||
greater than the current yield of 4%; therefore, the | is greater than the current yield of 4%; therefore, | |||||||||||
MVA is greater than one. The amount withdrawn from | the | MVA | is greater | than one. The | amount | |||||||
the guaranteed term is multiplied by this MVA. | withdrawn | from the | guaranteed | term is | ||||||||
multiplied by this MVA. | ||||||||||||
If a withdrawal or transfer request of a specific dollar | ||||||||||||
amount is requested, the amount withdrawn from a | If a withdrawal or transfer request of a specific | |||||||||||
guaranteed term will be decreased to reflect the | dollar | amount is requested, the | amount | |||||||||
positive MVA amount. For example, a withdrawal | withdrawn from a guaranteed term will be | |||||||||||
request to receive a check for $2,000 would result in a | decreased to reflect the positive MVA amount. | |||||||||||
$1,905.49 withdrawal from the guaranteed term. | For example, a withdrawal request to receive a | |||||||||||
check for $2,000 would result in a $1,951.98 | ||||||||||||
withdrawal from the guaranteed term. | ||||||||||||
PRO.GAA-12 | 23 |
Appendix II | ||||||||
Examples of Market Value Adjustment at Various Yields | ||||||||
The following hypothetical examples show the market value adjustment (“MVA”) at time of withdrawal for various | ||||||||
times remaining in the guaranteed term, based on: | ||||||||
· | Method One, which uses the current and average corporate bond yields (US Treasury Rate plus spread over | |||||||
Treasury) in the MVA calculations; and | ||||||||
· | Method Two, which uses the current and deposit period yields in the MVA calculations. | |||||||
Table A illustrates the application of the MVA based on an average corporate bond yield or deposit period yield | ||||||||
of the month of deposit of 6%; Table B illustrates the application of the MVA based on an average corporate bond | ||||||||
yield or deposit period yield of the month of deposit of 5%. The MVA will have either a positive or negative | ||||||||
influence on the amount withdrawn from or remaining in a guaranteed term. Also, the amount of the MVA generally | ||||||||
decreases as the end of the guaranteed term approaches. | ||||||||
TABLE A: Average Corporate Bond Yield or Deposit Period Yield of the Month of Deposit of 6% | ||||||||
Change in | ||||||||
Average | ||||||||
Corporate | ||||||||
Current | Bond Yield | Time Remaining to | ||||||
Corporate Bond | or Deposit | Maturity of Guaranteed Term | ||||||
Yield or | Period | |||||||
Current Yield at | Yield of | |||||||
Time of | the Month | |||||||
Withdrawal | of Deposit | 8 Years | 6 Years | 4 Years | 2 Years | 1 Year | 3 Months | |
9% | +3% | 80.0% | 84.6% | 89.4% | 94.6% | 97.2% | 99.3% | |
8% | +2% | 86.1% | 89.4% | 92.8% | 96.3% | 98.1% | 99.5% | |
7% | +1% | 92.8% | 94.5% | 96.3% | 98.1% | 99.1% | 99.8% | |
6% | 0% | 100.0% | 100.0% | 100.0% | 100.0% | 100.0% | 100.0% | |
4% | -2% | 116.5% | 112.1% | 107.9% | 103.9% | 101.9% | 100.5% | |
3% | -3% | 125.8% | 118.8% | 112.2% | 105.9% | 102.9% | 100.7% | |
2% | -4% | 136.0% | 126.0% | 116.6% | 108.0% | 103.9% | 101.0% | |
1% | -5% | 147.2% | 133.6% | 121.3% | 110.1% | 105.0% | 101.2% | |
TABLE B: Average Corporate Bond Yield or Deposit Period Yield of the Month of Deposit of 5% | ||||||||
Change in | ||||||||
Average | ||||||||
Corporate | ||||||||
Current | Time Remaining to | |||||||
Bond Yield | ||||||||
Corporate | Maturity of Guaranteed Term | |||||||
or Deposit | ||||||||
Bond Yield or | Period | |||||||
Current Yield | Yield of the | |||||||
at Time of | Month | |||||||
Withdrawal | of Deposit | 8 Years | 6 Years | 4 Years | 2 Years | 1 Year | 3 Months | |
9% | +4% | 74.1% | 79.9% | 86.1% | 92.8% | 96.3% | 99.1% | |
8% | +3% | 79.8% | 84.4% | 89.3% | 94.5% | 97.2% | 99.3% | |
7% | +2% | 86.0% | 89.3% | 92.7% | 96.3% | 98.1% | 99.5% | |
6% | +1% | 92.7% | 94.5% | 96.3% | 98.1% | 99.1% | 99.8% | |
4% | -1% | 108.0 | 105.9% | 103.9% | 101.9% | 101.0% | 100.2% | |
% | ||||||||
3% | -2% | 116.6 | 112.2% | 108.0% | 103.9% | 101.9% | 100.5% | |
% | ||||||||
2% | -3% | 126.1 | 119.0% | 112.3% | 106.0% | 102.9% | 100.7% | |
% | ||||||||
1% | -4% | 136.4% | 126.2% | 116.8% | 108.1% | 104.0% | 101.0% | |
PRO.GAA-12 | 24 |
PART II |
INFORMATION NOT REQUIRED IN PROSPECTUS |
Item 14. Other Expenses of Issuance and Distribution |
Not Applicable |
Item 15. Indemnification of Directors and Officers |
Section 33-779 of the Connecticut General Statutes (“CGS”) provides that a corporation |
may provide indemnification of or advance expenses to a director, officer, employee or |
agent only as permitted by Sections 33-770 to 33-778, inclusive, of the CGS. Reference |
is hereby made to Section 33-771(e) of the CGS regarding indemnification of directors |
and Section 33-776(d) of CGS regarding indemnification of officers, employees and |
agents of Connecticut corporations. These statutes provide in general that Connecticut |
corporations incorporated prior to January 1, 1997 shall, except to the extent that their |
certificate of incorporation expressly provides otherwise, indemnify their directors, |
officers, employees and agents against “liability” (defined as the obligation to pay a |
judgment, settlement, penalty, fine, including an excise tax assessed with respect to an |
employee benefit plan, or reasonable expenses incurred with respect to a proceeding) |
when (1) a determination is made pursuant to Section 33-775 that the party seeking |
indemnification has met the standard of conduct set forth in Section 33-771 or (2) a court |
has determined that indemnification is appropriate pursuant to Section 33-774. Under |
Section 33-775, the determination of and the authorization for indemnification are made |
(a) by two or more disinterested directors, as defined in Section 33-770(3); (b) by special |
legal counsel; (c) by the shareholders; or (d) in the case of indemnification of an officer, |
agent or employee of the corporation, by the general counsel of the corporation or such |
other officer(s) as the board of directors may specify. Also, Section 33-772 with Section |
33-776 provide that a corporation shall indemnify an individual who was wholly |
successful on the merits or otherwise against reasonable expenses incurred by him in |
connection with a proceeding to which he was a party because he is or was a director, |
officer, employee, or agent of the corporation. Pursuant to Section 33-771(d), in the case |
of a proceeding by or in the right of the corporation or with respect to conduct for which |
the director, officer, agent or employee was adjudged liable on the basis that he received |
a financial benefit to which he was not entitled, indemnification is limited to reasonable |
expenses incurred in connection with the proceeding against the corporation to which the |
individual was named a party. |
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 Connecticut, |
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 America 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. | ||
Section 20 of the ING Financial Advisers, LLC Limited Liability Company Agreement | ||
executed as of November 28, 2000 provides that ING Financial Advisers, LLC will | ||
indemnify certain persons against any loss, damage, claim or expenses (including legal | ||
fees) incurred by such person if he is made a party or is threatened to be made a party to a | ||
suit or proceeding because he was a member, officer, director, employee or agent of ING | ||
Financial Advisers, LLC, as long as he acted in good faith on behalf of ING Financial | ||
Advisers, LLC and in a manner reasonably believed to be within the scope of his | ||
authority. An additional condition requires that no person shall be entitled to indemnity | ||
if his loss, damage, claim or expense was incurred by reason of his gross negligence or | ||
willful misconduct. This indemnity provision is authorized by and is consistent with | ||
Title 8, Section 145 of the General Corporation Law of the State of Delaware. | ||
Item 16. Exhibits | ||
Furnish the exhibits as required by Item 601 of Regulation S-K (§229.601): | ||
(1) | (a) | Underwriting Agreement dated November 17, 2006 between Aetna Life |
Insurance and Annuity Company and ING Financial Advisers, LLC· | ||
Incorporated by reference to Post-Effective Amendment No. 34 to | ||
Registration Statement on Form N-4 (File No. 033-75996), as filed on | ||
December 20, 2006. | ||
(b) | Confirmation of Underwriting Agreement·Incorporated by reference to | |
Registration Statement on Form S-1 (File No. 333-133158), as filed on | ||
April 10, 2006. | ||
(4) | Instruments Defining the Rights of Security Holders·Incorporated by reference to | |
Post-Effective Amendment No. 1 to Registration Statement on Form S-1 (File No. | ||
033-60477), as filed on April 15, 1996. | ||
(a) | Variable Annuity Contract (G-CDA-HF)·Incorporated by reference to | |
Post-Effective Amendment No. 14 to Registration Statement on Form N-4 | ||
(File No. 033-75964), as filed on July 29, 1997. | ||
(b) | Variable Annuity Contract Certificate (GTCC-HF)·Incorporated by | |
reference to Post-Effective Amendment No. 6 to Registration Statement on | ||
Form N-4 (File No. 033-75980), as filed on February 12, 1997. | ||
(c) | Variable Annuity Contract (GIT-CDA-HO)·Incorporated by reference to | |
Post-Effective Amendment No. 12 to the Registration Statement on Form | ||
N-4 (File No. 033-75964), as filed on February 11, 1997. |
(d) | Variable Annuity Contract (G-CDA-IA(RP))·Incorporated by reference to |
Post-Effective Amendment No. 5 to the Registration Statement on Form N- | |
4 (File No. 033-75986), as filed on April 12, 1996. | |
(e) | Variable Annuity Contract Certificate (GTCC-IA(RP))·Incorporated by |
reference to Post-Effective Amendment No. 11 to Registration Statement on | |
Form N-4 (File No. 333-01107), as filed on February 4, 1999. | |
(f) | Variable Annuity Contract (G-CDA(12/99))·Incorporated by reference to |
Post-Effective Amendment No. 19 to Registration Statement on Form N-4 | |
(File No. 333-01107), as filed on February 16, 2000. | |
(g) | Variable Annuity Contract Certificate (C-CDA(12/99))·Incorporated by |
reference to Post-Effective Amendment No. 19 to Registration Statement on | |
Form N-4 (File No. 333-01107), as filed on February 16, 2000. | |
(h) | Variable Annuity Contract (GLIT-CDA-HO)·Incorporated by reference to |
Post-Effective Amendment No. 12 to the Registration Statement on Form | |
N-4 (File No. 033-75964), as filed on February 11, 1997. | |
(i) | Variable Annuity Contract (GST-CDA-HO)·Incorporated by reference to |
Post-Effective Amendment No. 12 to the Registration Statement on Form | |
N-4 (File No. 033-75964), as filed on February 11, 1997. | |
(j) | Variable Annuity Contract (IP-CDA-IB)·Incorporated by reference to |
Post-Effective Amendment No. 4 to Registration Statement on Form N-4 | |
(File No. 033-75988), as filed on April 15, 1996. | |
(k) | Variable Annuity Contract (I-CDA-IA(RP))·Incorporated by reference to |
Post-Effective Amendment No. 5 to the Registration Statement on Form N- | |
4 (File No. 033-75986), as filed on April 12, 1996. | |
(l) | Variable Annuity Contract (I-CDA-HD)·Incorporated by reference to |
Post-Effective Amendment No. 12 to the Registration Statement on Form | |
N-4 (File No. 033-75964), as filed on February 11, 1997. | |
(m) | Variable Annuity Contract (GIH-CDA-HB)·Incorporated by reference to |
Post-Effective Amendment No. 6 to Registration Statement on Form N-4 | |
(File No. 033-75980), as filed on February 12, 1997. | |
(n) | Variable Annuity Contract (IMT-CDA-HO)·Incorporated by reference to |
Post-Effective Amendment No. 6 to Registration Statement on Form N-4 | |
(File No. 033-75980), as filed on February 12, 1997. | |
(o) | Variable Annuity Contract (G-401-IB(X/M))·Incorporated by reference to |
Post-Effective Amendment No. 3 to Registration Statement on Form N-4 | |
(File No. 033-81216), as filed on April 7, 1996. | |
(p) | Variable Annuity Contract (G-CDA-IB(XC/SM))·Incorporated by |
reference to Post-Effective Amendment No. 3 to Registration Statement on | |
Form N-4 (File No. 033-81216), as filed on April 7, 1996. | |
(q) | Variable Annuity Contracts (G-CDA-IB(ATORP)) and (G-CDA- |
IB(AORP))·Incorporated by reference to Post-Effective Amendment No. 3 | |
to Registration Statement on Form N-4 (File No. 033-91846), as filed on | |
April 15, 1996. |
(r) | Variable Annuity Contract (G-CDA-96(TORP))·Incorporated by reference |
to Post-Effective Amendment No. 6 to Registration Statement on Form N-4 | |
(File No. 033-91846), as filed on August 6, 1996. | |
(s) | Group Combination Annuity Contract (Nonparticipating) (A001RP95)· |
Incorporated by reference to Registration Statement on Form N-4 (File No. | |
333-01107), as filed on February 21, 1996. | |
(t) | Group Combination Annuity Certificate (Nonparticipating) (A007RC95)· |
Incorporated by reference to Registration Statement on Form N-4 (File No. | |
333-01107), as filed on February 21, 1996. | |
(u) | Group Combination Annuity Certificate (Nonparticipating) (A020RV95)· |
Incorporated by reference to Registration Statement on Form N-4 (File No. | |
333-01107), as filed on February 21, 1996. | |
(v) | Group Combination Annuity Certificate (Nonparticipating) (A027RV95)· |
Incorporated by reference to Registration Statement on Form N-4 (File No. | |
333-01107), as filed on February 21, 1996. | |
(w) | Variable Annuity Contract (GID-CDA-HO)·Incorporated by reference to |
Post-Effective Amendment No. 12 to Registration Statement on Form N-4 | |
(File No. 033-75982), as filed on February 20, 1997. | |
(x) | Variable Annuity Contract (GSD-CDA-HO)·Incorporated by reference to |
Post-Effective Amendment No. 12 to Registration Statement on Form N-4 | |
(File No. 033-75982), as filed on February 20, 1997. | |
(y) | Variable Annuity Contract (IST-CDA-HO)·Incorporated by reference to |
Post-Effective Amendment No. 7 to Registration Statement on Form N-4 | |
(File No. 033-75992), as filed on February 13, 1997. | |
(z) | Variable Annuity Contract (I-CDA-HD(XC))·Incorporated by reference to |
Post-Effective Amendment No. 7 to Registration Statement on Form N-4 | |
(File No. 033-75992), as filed on February 13, 1997. | |
(aa) | Variable Annuity Contract (HR1O-DUA-GIA)·Incorporated by reference |
to Post-Effective Amendment No. 6 to Registration Statement on Form N-4 | |
(File No. 033-75974), as filed on February 28, 1997. | |
(bb) | Variable Annuity Contract (GA-UPA-GO)·Incorporated by reference to |
Post-Effective Amendment No. 6 to Registration Statement on Form N-4 | |
(File No. 033-75974), as filed on February 28, 1997. | |
(cc) | Variable Annuity Contracts (G-TDA-HH(XC/M)) and (G-TDA-HH(XC/S))· |
Incorporated by reference to Post-Effective Amendment No. 6 to Registration | |
Statement on Form N-4 (File No. 033-75962), as filed on April 17, 1996. | |
(dd) | Variable Annuity Certificate (GTCC-HH(XC/M))·Incorporated by |
reference to Post-Effective Amendment No. 14 to Registration Statement on | |
Form N-4 (File No. 033-75962), as filed on April 17, 1998. | |
(ee) | Variable Annuity Certificate (GTCC-HH(XC/S))·Incorporated by |
reference to Post-Effective Amendment No. 14 to Registration Statement on | |
Form N-4 (File No. 033-75962), as filed on April 17, 1998. |
(ff) | Variable Annuity Contract (IA-CDA-IA)·Incorporated by reference to |
Post-Effective Amendment No. 14 to Registration Statement on Form N-4 | |
(File No. 033-75964), as filed on July 29, 1997. | |
(gg) | Variable Annuity Contract (GLID-CDA-HO)·Incorporated by reference to |
Post-Effective Amendment No. 12 to Registration Statement on Form N-4 | |
(File No. 033-75982), as filed on February 20, 1997. | |
(hh) | Variable Annuity Contract (G-CDA-HD)·Incorporated by reference to |
Post-Effective Amendment No. 6 to Registration Statement on Form N-4 | |
(File No. 033-75982), as filed on April 22, 1996. | |
(ii) | Variable Annuity Contract Certificate (GTCC-HD)·Incorporated by |
reference to Post-Effective Amendment No. 11 to Registration Statement on | |
Form N-4 (File No. 333-01107), as filed on February 4, 1999. | |
(jj) | Variable Annuity Contract (G-CDA-IA(RPM/XC))·Incorporated by |
reference to Post-Effective Amendment No. 12 to the Registration | |
Statement on Form N-4 (File No. 033-75964), as filed on February 11, | |
1997. | |
(kk) | Variable Annuity Contracts and Certificate (G-CDA-95(ORP)), |
(G-CDA-95(TORP)) and (GTCC-95 (ORP))·Incorporated by reference to | |
Post-Effective Amendment No. 3 to Registration Statement on Form N-4 | |
(File No. 033-91846), as filed on April 15, 1996. | |
(ll) | Variable Annuity Contracts and Certificate (G-CDA-ORP), (CDA- |
IB(TORP)) and (GTCC-95(TORP))·Incorporated by reference to Post- | |
Effective Amendment No. 3 to Registration Statement on Form N-4 (File | |
No. 033-91846), as filed on April 15, 1996. | |
(mm) | Variable Annuity Contract (IRA-CDA-IC)·Incorporated by reference to |
Post-Effective Amendment No. 5 to the Registration Statement on Form N- | |
4 (File No. 033-75986), as filed on April 12, 1996. | |
(nn) | Variable Annuity Contract (GIP-CDA-HB)·Incorporated by reference to |
Post-Effective Amendment No. 8 to Registration Statement on Form N-4 | |
(File No. 033-75980), as filed on August 19, 1997. | |
(oo) | Variable Annuity Contract (I-CDA-98(ORP))·Incorporated by reference to |
Post-Effective Amendment No. 11 to Registration Statement on Form N-4 | |
(File No. 333-01107), as filed on February 4, 1999. | |
(pp) | Variable Annuity Contract (G-CDA-99(NY))·Incorporated by reference to |
Post-Effective Amendment No. 19 to Registration Statement on Form N-4 | |
(File No. 333-01107), as filed on February 16, 2000. | |
(qq) | Variable Annuity Contract Certificate (C-CDA-99(NY))·Incorporated by |
reference to Post-Effective Amendment No. 19 to Registration Statement on | |
Form N-4 (File No. 333-01107), as filed on February 16, 2000. | |
(rr) | Variable Annuity Contract Certificate (GDCC-HF)·Incorporated by |
reference to Post-Effective Amendment No. 19 to Registration Statement on | |
Form N-4 (File No. 333-01107), as filed on February 16, 2000. |
(ss) | Variable Annuity Contract Certificate (GDCC-HD)·Incorporated by |
reference to Post-Effective Amendment No. 19 to Registration Statement on | |
Form N-4 (File No. 333-01107), as filed on February 16, 2000. | |
(tt) | Variable Annuity Contract (G-CDA-HD(XC)·Incorporated by reference to |
Post-Effective Amendment No. 19 to Registration Statement on Form N-4 | |
(File No. 333-01107), as filed on February 16, 2000. | |
(uu) | Variable Annuity Contract Certificate (GDCC-HO)·Incorporated by |
reference to Post-Effective Amendment No. 19 to Registration Statement on | |
Form N-4 (File No. 333-01107), as filed on February 16, 2000. | |
(vv) | Variable Annuity Contract Certificate (GDCC-HD(XC))·Incorporated by |
reference to Post-Effective Amendment No. 19 to Registration Statement on | |
Form N-4 (File No. 333-01107), as filed on February 16, 2000. | |
(ww) | Variable Annuity Contract Certificate (GTCC-HD(XC))·Incorporated by |
reference to Post-Effective Amendment No. 19 to Registration Statement on | |
Form N-4 (File No. 333-01107), as filed on February 16, 2000. | |
(xx) | Variable Annuity Contract Certificate (GTCC-HO)·Incorporated by |
reference to Post-Effective Amendment No. 19 to Registration Statement on | |
Form N-4 (File No. 333-01107), as filed on February 16, 2000. | |
(yy) | Variable Annuity Contract Certificate (GTCC-96(ORP))·Incorporated by |
reference to Post-Effective Amendment No. 19 to Registration Statement on | |
Form N-4 (File No. 333-01107), as filed on February 16, 2000. | |
(zz) | Variable Annuity Contract G-CDA-96(ORP))·Incorporated by reference |
to Post-Effective Amendment No. 19 to Registration Statement on Form N- | |
4 (File No. 333-01107), as filed on February 16, 2000. | |
(a1) | Variable Annuity Contract Certificate (GTCC-96(TORP))·Incorporated by |
reference to Post-Effective Amendment No. 19 to Registration Statement on | |
Form N-4 (File No. 333-01107), as filed on February 16, 2000. | |
(b1) | Variable Annuity Contract Certificate (GTCC-IB(ATORP))·Incorporated |
by reference to Post-Effective Amendment No. 19 to Registration Statement | |
on Form N-4 (File No. 333-01107), as filed on February 16, 2000. | |
(c1) | Variable Annuity Contract Certificate (GTCC-IB(AORP)·Incorporated by |
reference to Post-Effective Amendment No. 19 to Registration Statement on | |
Form N-4 (File No. 333-01107), as filed on February 16, 2000. | |
(d1) | Variable Annuity Contract (ISE-CDA-HO)·Incorporated by reference to |
Post-Effective Amendment No. 21 to Registration Statement on Form N-4 | |
(File No. 033-75996), as filed on February 16, 2000. | |
(e1) | Variable Annuity Contract (G-CDA-IB(ORP))·Incorporated by reference |
to Post-Effective Amendment No. 3 to Registration Statement on Form N-4 | |
(File No. 033-91846), as filed on April 15, 1996. | |
(f1) | Variable Annuity Contract (G-CDA-IB(TORP))·Incorporated by reference |
to Post-Effective Amendment No. 3 to Registration Statement on Form N-4 | |
(File No. 033-91846), as filed on April 15, 1996. |
(g1) | Variable Annuity Contract (G-CDA-01(NY))·Incorporated by reference to | |
Post-Effective Amendment No. 1 to Registration Statement on Form S-2 | ||
(File No. 333-60016), as filed on April 5, 2002. | ||
(h1) | Variable Annuity Contract Certificate (C-CDA-01(NY))·Incorporated by | |
reference to Post-Effective Amendment No. 1 to Registration Statement on | ||
Form S-2 (File No. 333-60016), as filed on April 5, 2002. | ||
(i1) | Variable Annuity Contract (G-CDA-10)·Incorporated by reference to | |
Post-Effective Amendment No. 15 to Registration Statement on Form N-4 | ||
(File No. 333-109860), as filed on September 17, 2010. | ||
(j1) | Variable Annuity Contract Certificate (C-CDA-10)·Incorporated by | |
reference to Post-Effective Amendment No. 15 to Registration Statement on | ||
Form N-4 (File No. 333-109860), as filed on September 17, 2010. | ||
(k1) | Endorsement E-403bR-09 to Contracts G-CDA-HF, GIT-CDA-HO, G- | |
CDA-IA(RP), G-CDA-(12/99), GLIT-CDA-HO, GST-CDA-HO, I-CDA- | ||
HD, IMT-CDA-HO, G-CDA-IB(XC/SM), G-CDA-IB(ATORP), G-CDA- | ||
96(TORP), IST-CDA-HO, G-TDA-HH(XC/M), G-TDA-HH(XC/S), IA- | ||
CDA-IA, G-CDA-HD, G-CDA-IA(RPM/XC), G-CDA-99(NY), G-CDA- | ||
HD(XC), G-CDA-IB(TORP) and G-CDA-01(NY) and Group Contract | ||
A001RP95 and Certificates GTCC-HF, GTCC-IA(RP), C-CDA-(12/99), | ||
GTCC-HH(XC/M), GTCC-HD, GTCC-HD(XC), GTCC-HO, GTCC- | ||
96(TORP), GTCC-IB(ATORP) and C-CDA-01(NY) and Group Certificates | ||
A007RC95 and A020RV95·Incorporated by reference to Registration | ||
Statement on Form S-1 or ING Life Insurance and Annuity Company (File | ||
No. 333-158492), as filed on April 8, 2009. | ||
(l1) | Endorsement E-403bTERM-08 to Contracts G-CDA-HF, GIT-CDA-HO, | |
G-CDA-IA(RP), G-CDA-(12/99), GLIT-CDA-HO, GST-CDA-HO, I-CDA- | ||
HD, IMT-CDA-HO, G-CDA-IB(XC/SM), G-CDA-IB(ATORP), G-CDA- | ||
96(TORP), IST-CDA-HO, G-TDA-HH(XC/M), G-TDA-HH(XC/S), IA- | ||
CDA-IA, G-CDA-HD, G-CDA-IA(RPM/XC), G-CDA-99(NY), G-CDA- | ||
HD(XC), G-CDA-IB(TORP) and G-CDA-01(NY) and Group Contract | ||
A001RP95 and Certificates GTCC-HF, GTCC-IA(RP), C-CDA-(12/99), | ||
GTCC-HH(XC/M), GTCC-HD, GTCC-HD(XC), GTCC-HO, GTCC- | ||
96(TORP), GTCC-IB(ATORP) and C-CDA-01(NY) and Group Certificates | ||
A007RC95 and A020RV95·Incorporated by reference to Registration | ||
Statement on Form S-1 or ING Life Insurance and Annuity Company (File | ||
No. 333-158492), as filed on April 8, 2009. | ||
(5) | Opinion re: Legality | |
(23) | (a) | Consent of Independent Registered Public Accounting Firm |
(b) | Consent of Legal Counsel (included in Exhibit (5) above) | |
(24) | (a) | Powers of Attorney |
(b) | Certificate of Resolution Authorizing Signature by Power of Attorney· | |
Incorporated by reference to Post-Effective Amendment No. 5 to the | ||
Registration Statement on Form N-4 (File No. 033-75986), as filed on April | ||
12, 1996. | ||
Exhibits other than those listed above are omitted because they are not required or are not | ||
applicable. | ||
Item 17. Undertakings | ||
The undersigned registrant hereby undertakes as follows, pursuant to Item 512 of | ||
Regulation S-K: | ||
(a) | Rule 415 offering | |
(1) | Not Applicable | |
(2) | That, for the purpose of determining any liability under the Securities | |
Act of 1933, each such post-effective amendment shall be deemed to be | ||
a new registration statement relating to the securities offered therein, and | ||
the offering of such securities at that time shall be deemed to be the | ||
initial bona fide offering thereof. | ||
(3) | To remove from registration by means of a post-effective amendment | |
any of the securities being registered which remain unsold at the | ||
termination of the offering. | ||
(4) | Not Applicable | |
(5)(i) | Not Applicable | |
(5)(ii) | That for, the purpose of determining liability under the Securities Act of | |
1933 to any purchaser, each prospectus filed pursuant to Rule 424(b) as | ||
part of a registration statement relating to an offering, other than | ||
registration statements relying 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. | |||
(b) | Filings incorporating subsequent Exchange Act documents by reference: | ||
The undersigned registrant hereby undertakes that, for purposes of determining | |||
any liability under the Securities Act of 1933, each filing of the registrant's | |||
annual report pursuant to section 13(a) or section 15(d) of the Securities | |||
Exchange Act of 1934 (and, where applicable, each filing of an employee | |||
benefit plan's annual report pursuant to section 15(d) of the Securities Exchange | |||
Act of 1934) that is incorporated by reference in the registration statement shall | |||
be deemed to be a new registration statement relating to the securities offered | |||
therein, and the offering of such securities at that time shall be deemed to be the | |||
initial bona fide offering thereof. | |||
(c) | Not Applicable | ||
(d) | Not Applicable | ||
(e) | Not Applicable | ||
(f) | Not Applicable |
(g) | Not Applicable |
(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. | |
(i) | Not Applicable |
(j) | Not Applicable |
(k) | Not Applicable |
(l) | Not Applicable |
SIGNATURES | ||||
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has | ||||
reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has | ||||
duly caused this registration statement to be signed on its behalf by the undersigned, thereunto | ||||
duly authorized, in the Town of Windsor, State of Connecticut on this 2nd, day of April, 2012. | ||||
By: | ING LIFE INSURANCE AND ANNUITY | |||
COMPANY | ||||
(REGISTRANT) | ||||
By: | /s/Mary (Maliz) E. Beams* | |||
Mary (Maliz) E. Beams | ||||
President | ||||
(principal executive officer) | ||||
As required by the Securities Act of 1933, this Registration Statement has been signed by the | ||||
following persons in the capacities and on the dates indicated. | ||||
Signature | Title | Date | ||
/s/Mary (Maliz) E. Beams* | Director and President | ) | ||
Mary (Maliz) E. Beams | (principal executive officer) | ) | April 2, 2012 | |
) | ||||
/s/Patrick G. Flynn* | Director and Chairman | ) | ||
Patrick G. Flynn | ) | April 2, 2012 | ||
) | ||||
/s/Donald W. Britton* | Director | ) | ||
Donald W. Britton | ) | April 2, 2012 | ||
) | ||||
/s/Alain M. Karaoglan* | Director | ) | ||
Alain M. Karaoglan | ) | April 2, 2012 | ||
) | ||||
/s/Robert G. Leary* | Director | ) | ||
Robert G. Leary | ) | April 2, 2012 | ||
) | ||||
/s/Rodney O. Martin* | Director | ) | ||
Rodney O. Martin | ) | April 2, 2012 | ||
) | ||||
/s/Michael S. Smith* | Director | ) | ||
Michael S. Smith | ) | April 2, 2012 | ||
) | ||||
/s/Ewout L. Steenbergen* | Director, Executive Vice President and Chief | ) | ||
Ewout L. Steenbergen | Financial Officer | ) | April 2, 2012 | |
) | ||||
/s/Steven T. Pierson* | Senior Vice President and Chief Accounting | ) | ||
Steven T. Pierson | Officer | ) | April 2, 2012 | |
By: /s/J. Neil McMurdie | ||||
J. Neil McMurdie | ||||
*Attorney-in-Fact |
EXHIBIT INDEX | ||
Exhibit No. | Exhibit | |
16(5) | Opinion re: Legality | |
16(23)(a) | Consent of Independent Registered Public Accounting Firm | |
16(23)(b) | Consent of Legal Counsel | * |
16(24)(a) | Powers of Attorney | |
*Included in Exhibit 16(5) above |