As filed with the Securities and Exchange | Registration No. 333- |
Commission on November 21, 2014 | |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION | |
Washington, D.C. 20549 | |
FORM S-3 | |
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 | |
VOYA RETIREMENT 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, C2N, 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 | |
Voya Retirement 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. It is proposed | |
that this filing become effective December 15, 2014. A request for acceleration is included | |
with this filing. | |
(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 on 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: [ ] | |
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under | |
the Securities Act, please check the following box and list the Securities Act registration | |
statement number of the earlier effective registration statement for the same offering. [ X ] | |
333-180532 | |
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 | * | * | $27,710,810 | $3,220.00** |
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 457(p) under the Securities Act of 1933 (the “1933 Act”), the Amount of | ||||
Registration Fee is offset by $3,220.00 fee paid in a previous registration statement (333- | ||||
199032) submitted to the SEC on September 30, 2014 (Accession No. 0000837010-14-000145), | ||||
and later withdrawn on October 20, 2014 (Accession No. 0000837010-14-000147). | ||||
Pursuant to Rule 429(b) of the 1933 Act, unsold securities previously registered under | ||||
Registration Statement No. 333-180532 are being carried forward to this Registration Statement. | ||||
As of October 31, 2014, the amount of such unsold securities was $49,115,000. |
PART I |
INFORMATION REQUIRED IN PROSPECTUS |
Voya Retirement Insurance and Annuity Company | |
Guaranteed Accumulation Account Prospectus – December 15, 2014 | |
Introduction | |
The Guaranteed Accumulation Account (“GAA”) is a fixed interest option available during the accumulation | |
phase of certain variable annuity contracts issued by Voya Retirement 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 11. | |
This prospectus will explain: | |
· | Guaranteed interest rates and guaranteed terms; |
· | Contributions to GAA; |
· | Types of guaranteed terms 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 (“SEC”) 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: | |
Voya Retirement Insurance and Annuity Company | |
One Orange Way | |
Windsor, Connecticut 06095-4774 | |
1-800-262-3862 | |
PRO.GAA-14 |
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 | 9 | |
Transfers from GAA, Transfers Between Guaranteed Term Classifications | ||
Withdrawals | 10 | |
Deferral of Payments, Reinvestment Privilege | ||
Market Value Adjustment (“MVA”) | 11 | |
Calculation of the MVA, MVA Formula | ||
Contract Charges | 13 | |
Other Topics | 13 | |
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 | 18 | |
Appendix II - Examples of Market Value Adjustment at Various Yields | 22 | |
PRO.GAA-14 | 2 |
Summary | ||||
GAA is a fixed interest option that may be available during the accumulation | Questions: Contacting | |||
phase of your annuity contract. The following is a summary of certain facts | the Company.To answer | |||
about GAA. | your questions, contact your | |||
local representative or write or | ||||
In General.Amounts that you invest in GAA will earn a guaranteed interest | call 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 | Customer Service | |||
the quoted guaranteed interest rate. If you withdraw or transfer those amounts | Defined Contribution | |||
before the end of the guaranteed term, we may apply a “market value | Administration | |||
adjustment,” which may be positive or negative. | P.O. Box 990063 | |||
Hartford, CT 06199-0063 | ||||
Deposit Periods.A deposit period is the time during which we offer a | 1-800-262-3862 | |||
specific guaranteed interest rate if you deposit dollars for a specific | ||||
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. | ||||
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. | ||||
PRO.GAA-14 | 3 |
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. | ||
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 11 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.” | ||
PRO.GAA-14 | 4 |
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.” | ||
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.” | ||
PRO.GAA-14 | 5 |
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 11 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”). | ||
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. | ||
PRO.GAA-14 | 6 |
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. | |||
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. | |||
PRO.GAA-14 | 7 |
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. | ||||
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, the | New York Stock | |||
contract holder or you, if applicable, may transfer or withdraw from GAA the | Exchange (“NYSE”) | |||
amount that was reinvested without an MVA. An early withdrawal charge and | is open. | |||
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-14 | 8 |
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. | |
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. | |
PRO.GAA-14 | 9 |
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-14 | 10 |
Market Value Adjustment (“MVA”) | ||
Aggregate MVAis the total of | ||
all MVAs applied due to a | We apply an MVA to amounts transferred or withdrawn from GAA prior to | |
transfer or withdrawal. | the end of a guaranteed term. To accommodate early withdrawals or transfers, | |
we may need to liquidate certain assets or use cash that could otherwise be | ||
Calculation of the Aggregate | invested at current interest rates. When we sell assets prematurely we could | |
MVA–In order to satisfy a | realize a profit or loss depending upon market 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 the | An MVA applied to a withdrawal or transfer from GAA will be calculated as | |
“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 six |
$10 + -$30 = - $20. | months following death). For certain contracts issued in the state of New | |
Aggregate MVA = - $20. | 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 months |
Aggregate MVA = $20. | 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 guaranteed terms have the same guaranteed interest rate and mature on the same date, we | ||
will calculate an MVA applicable to each. | ||
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. | ||
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. | ||
PRO.GAA-14 | 11 |
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. | |
MVA Formulas | |
Method One.The mathematical formula used to determine the MVA using Method One is: |
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. | |
PRO.GAA-14 | 12 |
Where: | |
iis the deposit period yield; | |
jis the current yield; and | |
xis 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 toAppendix 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. | |
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. | |
PRO.GAA-14 | 13 |
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. | |
The Company | |
Voya Retirement Insurance and Annuity Company (the “Company,” “we,” “us,” our”) is a stock life insurance | |
company organized under the insurance laws of the State of Connecticut in 1976. 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. From January 1, 2002, until August 31, 2014, | |
the Company was known as ING Life Insurance and Annuity Company. | |
We are an indirect, wholly owned subsidiary of Voya Financial, Inc. (“VoyaTM”), which until April 7, 2014, was | |
known as ING U.S., Inc. In May 2013 the common stock of Voya began trading on the NYSE under the symbol | |
"VOYA" and Voya completed its initial public offering of common stock. | |
Voya is an affiliate of ING Groep N.V. (“ING”), a global financial institution active in the fields of insurance, | |
banking and asset management. In 2009 ING announced the anticipated separation of its global banking and | |
insurance businesses, including the divestiture of Voya, which together with its subsidiaries, including the | |
Company, constitutes ING’s U.S.-based retirement, investment management and insurance operations. As of | |
November 18, 2014, ING’s ownership of Voya was approximately 19%. Under an agreement with the European | |
Commission, ING is required to divest itself of 100% of Voya by the end of 2016. | |
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. | |
PRO.GAA-14 | 14 |
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 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, Voya Financial Partners, LLC serves as the principal underwriter for the variable | ||
annuity contracts that include GAA as an investment option. Voya Financial Partners, LLC, a Delaware limited | ||
liability company, is registered as a broker-dealer with the SEC. Voya Financial Partners, LLC is also a member of | ||
the Financial Industry Regulatory Authority (“FINRA”) and the Securities Investor Protection Corporation | ||
(“SIPC”). Voya Financial Partners, LLC’s principal office is located at One Orange Way, Windsor, Connecticut | ||
06095-4774. | ||
PRO.GAA-14 | 15 |
As principal underwriter, Voya Financial Partners, 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. | |
Experts | |
The consolidated financial statements of the Company on Form 10-K for the year ended December 31, 2013 | |
(including schedules appearing therein), have been audited by Ernst & Young LLP, independent registered public | |
accounting firm, as set forth in their reports thereon, included therein, and incorporated herein by reference. Such | |
consolidated financial statements are incorporated herein by reference in reliance upon such reports given on the | |
authority of such firm 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 | |
https://voyaretirement.voyaplans.com. | |
Our filings are available to the public on the SEC’s website at www.sec.gov. (This uniform resource locator (URL) | |
is an inactive textual reference only and is not intended to incorporate the SEC 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-_________. | |
PRO.GAA-14 | 16 |
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, 2013; and | |
· | Quarterly Report on Form 10-Q for the period ended September 30, 2014. | |
Form 10-K contains additional information about the Company and includes certified financial statements as of | ||
December 31, 2013 and 2012, and for each of the three years in the period ended December 31, 2013. We were not | ||
required to file any other reports pursuant to Sections 13(a) or 15(d) of the Exchange Act since September 30, 2014. | ||
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. | ||
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: | ||
Voya Retirement Insurance and Annuity Company | ||
Customer Service | ||
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-14 | 17 |
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. |
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. |
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 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. |
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% |
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, Voya Financial, |
Inc. maintains Professional Liability and fidelity bond insurance policies issued by an |
international insurer. The policies cover Voya Financial, Inc. and any company in which Voya |
Financial, Inc. has a controlling financial interest of 50% or more. The policies cover the funds |
and assets of the principal underwriter/depositor under the care, custody and control of Voya |
Financial, 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 |
(a.k.a. “Financial Institutional Bond”). |
Section 20 of the Voya Financial Partners, LLC Limited Liability Company Agreement executed | |||
as of November 28, 2000 provides that Voya Financial Partners, 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 Voya Financial Partners, LLC, as long as | |||
he acted in good faith on behalf of Voya Financial Partners, 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 | |||
(a) | 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. | ||
(m1) | Endorsement E-LIF-10(XC) to Contracts G-CDA(12/99) and G-CDA-10 and | |
Contract Certificates C-CDA(12/99) and C-CDA-10·Incorporated by | ||
reference to Post-Effective Amendment No. 59 to Registration Statement on | ||
Form N-4 (File No. 333-01107), as filed on April 15, 2011. | ||
(n1) | Endorsement E-USWD-13 to Contracts G-TDA-HH(XC/M) and G-TDA- | |
HH(XC/S) and Contract Certificates GTCC-HH(XC/M) and GTCC- | ||
HH(XC/S)·Incorporated by reference to Post-Effective Amendment No. 62 | ||
to Registration Statement on Form N-4 (File No. 033-75962), as filed on | ||
April 8, 2014. | ||
(5) | Opinion re: Legality | |
(23) | (a) | Consent of Independent Registered Public Accounting Firm |
(23) | (b) | Consent of Legal Counsel (included in Exhibit (5) above) |
(24) | (a) | Powers of Attorney Included on signature page of this Registration |
(24) | (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 21st day of November, 2014. | ||||
By: | VOYA RETIREMENT INSURANCE | |||
AND ANNUITY COMPANY | ||||
(REGISTRANT) | ||||
By: | /s/Alain M. Karaoglan | |||
Alain M. Karaoglan | ||||
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. Each person whose signature appears below hereby | ||||
constitutes and appoints J. Neil McMurdie, Julie E. Rockmore and Megan Huddleston, and each of them | ||||
individually, such person’s true and lawful attorneys and agents with full power to them and each of | ||||
them to sign in his or her name, and in the capacity indicated below, any and all amendments to this | ||||
Registration Statement, hereby ratifying and confirming such person’s signature as it may be signed by | ||||
said attorneys to any and all amendments (pre-effective and post-effective amendments). | ||||
Signature | Title | Date | ||
/s/Alain M. Karaoglan | Director and President | ) | November 18, 2014 | |
Alain M. Karaoglan | (principal executive officer) | ) | ||
) | ||||
/s/Mark B. Kaye | Senior Vice President and Chief Financial Officer | ) | November 18, 2014 | |
Mark B. Kaye | (principal financial officer) | ) | ||
) | ||||
/s/Steven T. Pierson | Senior Vice President and Chief Accounting Officer | ) | November 18, 2014 | |
Steven T. Pierson | (principal accounting officer) | ) | ||
) | ||||
/s/Rodney O. Martin, Jr. | Director | ) | November 18, 2014 | |
Rodney O. Martin, Jr. | ) | |||
) | ||||
/s/Chetlur S. Ragavan | Director | ) | November 18, 2014 | |
Chetlur S. Ragavan | ) | |||
) | ||||
/s/Michael S. Smith | Director | ) | November 18, 2014 | |
Michael S. Smith | ) | |||
) | ||||
Director | ) | |||
Ewout L. Steenbergen | ) |
Alain M. Karaoglan | ||||
Witness & Notary | ||||
Attested and subscribed in the presence of the principal and subsequent to the principal subscribing same: | ||||
First Witness signs: | /s/ Anngharaad S. Reid | First Witness signs: | /s/ Maria Stewart | |
Printed name of witness: | Anngharaad S. Reid | Printed name of witness: | Maria Stewart | |
State of Connecticut) | ||||
County of Hartford ) ss: at Windsor on November18, 2014. | ||||
Personally Appeared Alain M. Karaoglan, Signer and Sealer of the foregoing instrument, and acknowledged the | ||||
same to be his free act and deed, before me. | ||||
/s/ Nicole L. Molleur | ||||
/s/ Nicole L. Molleur | Notary Public, State of Connecticut | |||
Notary Public | Commission Expires: 11/30/2019 | |||
Mark B. Kaye | ||||
Witness & Notary | ||||
Attested and subscribed in the presence of the principal and subsequent to the principal subscribing same: | ||||
First Witness signs: | /s/ Dawn Boothe | First Witness signs: | /s/ Trent MacCasland | |
Printed name of witness: | Dawn Boothe | Printed name of witness: | Trent MacCasland | |
State of Connecticut) | ||||
County of Hartford ) ss: at Windsor on November18, 2014. | ||||
Personally Appeared Mark B. Kaye, Signer and Sealer of the foregoing instrument, and acknowledged the same to | ||||
be his free act and deed, before me. | ||||
/s/ Stephanie P. Rivera | ||||
/s/ Stephanie P. Rivera | Notary Public, State of Connecticut | |||
Notary Public | Commission Expires | 1/31/2019 | ||
Steven T. Pierson | ||||
Statement of Witness | ||||
On the date written above, the principal declared to me in my presence that this instrument is his general durable | ||||
power of attorney and that he had willingly signed or directed another to sign for him, and that he executed it as his | ||||
free and voluntary act for the purposes therein expressed. | ||||
/s/ Joseph D. Horan | Signature of Witness #1 | |||
Joseph D. Horan | Printed or typed name of Witness #1 | |||
Voya Financial, 5780 Powers Ferry Rd., NW | Address of Witness #1 | |||
Atlanta, GA 30327 | ||||
/s/ Edward A. Breunig | Signature of Witness #2 | |||
Edward A. Breunig | Printed or typed name of Witness #2 | |||
Voya Financial, 5780 Powers Ferry Rd., NW | Address of Witness #2 | |||
Atlanta, GA 30327 |
Rodney O. Martin, Jr. | |||
Witness & Notary | |||
Attested and subscribed in the presence of the principal and subsequent to the principal subscribing same: | |||
First Witness signs: | /s/ Anngharaad S. Reid | First Witness signs: | /s/ Maria Stewart |
Printed name of witness: | Anngharaad S. Reid | Printed name of witness: | Maria Stewart |
State of Connecticut) | |||
County of Hartford ) ss: at Windsor on November18, 2014. | |||
Personally Appeared Rodney O. Martin, Jr., Signer and Sealer of the foregoing instrument, and acknowledged the | |||
same to be his free act and deed, before me. | |||
/s/ Nicole L. Molleur | |||
/s/ Nicole L. Molleur | Notary Public, State of Connecticut | ||
Notary Public | Commission Expires: 11/30/2019 | ||
Chetlur S. Ragavan | |||
Witness & Notary | |||
Attested and subscribed in the presence of the principal and subsequent to the principal subscribing same: | |||
First Witness signs: | /s/ Anngharaad S. Reid | First Witness signs: | /s/ Maria Stewart |
Printed name of witness: | Anngharaad S. Reid | Printed name of witness: | Maria Stewart |
State of Connecticut) | |||
County of Hartford ) ss: at Windsor on November18, 2014. | |||
Personally Appeared Chetlur S. Ragavan, Signer and Sealer of the foregoing instrument, and acknowledged the | |||
same to be his free act and deed, before me. | |||
/s/ Nicole L. Molleur | |||
/s/ Nicole L. Molleur | Notary Public, State of Connecticut | ||
Notary Public | Commission Expires: 11/30/2019 | ||
Michael S. Smith | |||
Witness & Notary | |||
Attested and subscribed in the presence of the principal and subsequent to the principal subscribing same: | |||
First Witness signs: | /s/ Anngharaad S. Reid | First Witness signs: | /s/ Maria Stewart |
Printed name of witness: | Anngharaad S. Reid | Printed name of witness: | Maria Stewart |
State of Connecticut) | |||
County of Hartford ) ss: at Windsor on November18, 2014. | |||
Personally Appeared Michael S. Smith, Signer and Sealer of the foregoing instrument, and acknowledged the same | |||
to be his free act and deed, before me. | |||
/s/ Nicole L. Molleur | |||
/s/ Nicole L. Molleur | Notary Public, State of Connecticut | ||
Notary Public | Commission Expires: 11/30/2019 |
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 | ||
**Included on signature page of this Registration |