485BPOS 1 final.htm REGISTRATION STATEMENT final.htm - Generated by SEC Publisher for SEC Filing
As filed with the Securities and Exchange  Registration No. 333-133944 
Commission on December 30, 2014  Registration No. 811-05626 

 

UNITED STATES   
SECURITIES AND EXCHANGE COMMISSION   
Washington, D.C. 20549   
 
FORM N-4   
 
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933   
Pre-Effective Amendment No.  [ ] 
Post-Effective Amendment No. 23  [X] 
 
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 
Amendment No.  [X] 
(Check appropriate box or boxes.)   
 
SEPARATE ACCOUNT B   
(Exact Name of Registrant)   
 
VOYA INSURANCE AND ANNUITY COMPANY   
(Name of Depositor)   
1475 Dunwoody Drive   
West Chester, Pennsylvania 19380-1478   
(Address of Depositor’s Principal Executive Offices)   
Depositor’s Telephone Number, including Area Code: (610) 425-3400   
 
J. Neil McMurdie, Esq.   
Voya Insurance and Annuity Company   
One Orange Way, C2N, Windsor, CT 06095   
860-580-2824   
(Name and Address of Agent for Service of Process)   

 

  Approximate Date of Proposed Public Offering:
As soon as practical after the effective date of the Registration Statement

It is proposed that this filing will become effective (check appropriate box):

[  ]  immediately upon filing pursuant to paragraph (b) of Rule 485 
[ X ]  on December 30, 2014 pursuant to paragraph (b) of Rule 485 
[  ]  60 days after filing pursuant to paragraph (a)(1) of Rule 485 
[  ]  on (date) pursuant to paragraph (a)(1) of Rule 485 

 

  If appropriate, check the following box:

[ ]  this post-effective amendment designates a new effective date for a previously filed post- 
  effective amendment. 

 

  Title of Securities Being Registered:
Deferred Combination Variable and Fixed Annuity Contract


PARTS A and B

EXPLANATORY NOTE:
The Prospectus and Statement of Additional Information, dated May 1, 2014, is incorporated into Parts A
and B, respectively, of this Post-Effective Amendment No. 23 by reference to the Registrant’s filing
under Rule 497(c), as filed on May 2, 2014 and by Registrant’s filings under Rule 497(e) and Rule
485(b), as filed on May 2, 2014; July 21, 2014; August 27, 2014; September 2, 2014 and December 18,
2014 (File No. 333-133944).

A supplement dated December 30, 2014, to the Prospectus is included in Part A of this Post-Effective
Amendment No. 23. This amendment does not otherwise delete, amend, or supercede any other
information in the registration statement, as previously amended, including exhibits and undertakings.


SUPPLEMENT Dated December 30, 2014 
To the Current Prospectus For: 
 
Voya Architect Variable Annuity  Voya GoldenSelect Landmark 
Voya GoldenSelect Opportunities  Voya GoldenSelect Legends 
Voya GoldenSelect ESII  Voya GoldenSelect Premium Plus 
Voya GoldenSelect Generations   
 
Issued by Voya Insurance and Annuity Company 
Through Its Separate Account B 

 

This supplement affects you only if you purchased the Minimum Guaranteed Income Benefit Rider 
with form number of IU-RA-1047(08/06) in a state that has approved the Enhancement Offer 
and Waiver described herein.
This supplement updates the prospectus for your variable annuity contract and describes a change to 
your living benefit rider and an offer we are making available for a limited time. Please read it 
carefully and keep it with your copy of the prospectus for future reference. If you have any questions, 
please contact your financial representative or contact us at 1-877-235-8564. Capitalized terms not 
defined in this supplement shall have the meaning given to them in your prospectus.   
 
ENHANCED ANNUITIZATION OFFER AND WAIVER OF WAITING PERIOD FOR ANNUITIZATION FOR 
CONTRACTS WITH THE MINIMUM GUARANTEED INCOME BENEFIT RIDER
 
Overview. Voya Insurance and Annuity Company (the “Company”) is endorsing certain versions of the 
Minimum Guaranteed Income Benefit Rider with form number of IU-RA-1047(08/06) (the “MGIB 
Rider”) to (i) make an Enhanced Annuitization Offer (the “Enhancement Offer”) to eligible contract 
owners who purchased the MGIB Rider and who choose to annuitize under the MGIB Rider on May 15, 
2015 (the “Special Exercise Date”) and (ii) waive the 10-year waiting period (the “Waiver”) for 
annuitization under the MGIB Rider for contract anniversaries occurring on or after July 15, 2015. 
 
As part of the Enhancement Offer, if you choose to annuitize (i.e., begin receiving income phase 
payments) under the MGIB Rider on the Special Exercise Date, we will increase the MGIB Benefit Base, 
which is used to determine income phase payments under the MGIB Rider, by 5%. This increased 
amount is known as the Enhanced MGIB Benefit Base. You are not required to accept the 
Enhancement Offer or annuitize under the Waiver, and you do not need to take any action if you 
do not want to accept the Enhancement Offer. The Enhancement Offer is an offer to enhance the 
benefit base used to determine annuity payments under the MGIB Rider. It is not an offer to 
enhance your Contract’s cash surrender value in exchange for surrendering your contract. 
 
Additional details regarding the Enhancement Offer and the Waiver are provided below. At this time we 
are limiting the Waiver and Enhancement Offer to contract owners who have purchased certain versions 
of the MGIB Rider. To see if you are eligible to participate, please see “How do I know if I am eligible 
for the Waiver or to participate in the Enhancement Offer” on page 4 of this supplement. For more 
information about the MGIB Rider, please see your prospectus.   
 
The Enhancement Offer and Waiver will not be appropriate for all contract owners and it may not be 
in your best interest to accept the Enhancement Offer or annuitize under the Waiver. By accepting the 
Enhancement Offer or Waiver, you are giving up the potential for your contract value and the MGIB 
Benefit Base to increase over time. You should carefully review this supplement and make sure you 
understand the terms of the Enhancement Offer and the Waiver prior to making a decision on whether or 
not to annuitize under the MGIB Rider. Your financial professional can help you understand whether the 
Enhancement Offer or Waiver would be appropriate for you.   
 
X.VIACMGIBC-14  Page 1 of 8  December 2014 

 


How does the Enhancement Offer work? The Enhancement Offer is being made for a period no less
than 30 days, which we call the Offer Window, during which you can choose to accept the Enhancement
Offer and begin income phase payments on the Special Exercise Date. There is no fee associated with
accepting the Enhancement Offer. If you choose to accept the Enhancement Offer, the MGIB Benefit
Base will be increased by 5% to determine your Enhanced MGIB Benefit Base.

The 10-year waiting period under the MGIB Rider will be waived for those that accept the Enhancement
Offer. If you do not elect the Enhancement Offer, the waiting period will also be waived as of July 15,
2015 as further described below, however the Enhanced MGIB Benefit Base will no longer be available
after the Offer Window.

Enhanced MGIB Benefit Base. If you choose to accept the Enhancement Offer, we will calculate the
MGIB Benefit Base on the Special Exercise Date in the same manner as described in your MGIB Rider
and your prospectus (including applicable maximums on the MGIB Rollup Base). We will then multiply
the MGIB Benefit Base by 105% to determine the Enhanced MGIB Benefit Base. We will then
determine the MGIB annuity income by multiplying the Enhanced MGIB Benefit Base (adjusted for any
Market Value Adjustment and premium taxes) by the MGIB income factors specified in your rider for the
MGIB annuity option you selected, and then dividing by $1,000.

Please note that, like the MGIB Benefit Base, the Enhanced MGIB Benefit Base is only a calculation used
to determine MGIB annuity income. The Enhanced MGIB Benefit Base does not represent a contract
value, nor does it guarantee performance of the subaccounts in which you are invested. It is also not used
in determining the amount of the Contract’s cash surrender value or death benefit. If you do not choose to
annuitize the MGIB Rider on the Special Exercise Date, the normal MGIB Benefit Base will apply if you
later annuitize under the MGIB Rider. Appendix A to this supplement provides hypothetical examples of
how the Enhanced MGIB Benefit Base may impact MGIB annuity income. In certain situations,
including for example if your contract value is greater than the Enhanced MGIB Benefit Base, the
Enhancement Offer will not provide a greater payment to you.

How will I be notified about the Offer Window? You will receive a letter prior to the beginning of the
Offer Window which specifies the Offer Window. The letter will also provide your current Accumulation
Value, your estimated MGIB Benefit Base and your estimated Enhanced MGIB Benefit Base that will be
used to calculate your income phase payments should you choose to accept the Enhancement Offer.
Because your MGIB Benefit Base may fluctuate, we will not know the actual Enhanced MGIB Benefit
Base until we calculate it on the Special Exercise Date. However, the Enhanced MGIB Benefit Base on
the Special Election Date will be equal to or higher than the estimated Enhanced MGIB Benefit Base
shown in the letter, although any withdrawals taken or reallocations to Special Funds prior to the start of
the annuity payments may affect the payment amount. If you choose to accept the Enhancement Offer,
you will receive an endorsement to your Contract which will provide for the Enhanced MGIB Benefit
Base.

How does the Waiver work? The MGIB Date is the date you begin receiving income phase payments
under the MGIB Rider. If you purchased the MGIB Rider on the contract date or added the MGIB Rider
within 30 days following the contract date, the earliest MGIB Date is the contract anniversary on or after
the tenth contract anniversary. If you added the MGIB Rider at any other time, the earliest MGIB Date is
the contract anniversary occurring at least 10 years after the date when you added the MGIB Rider. We
will begin waiving these 10-year waiting periods beginning on July 15, 2015. You will be able to
annuitize under the MGIB Rider during any upcoming contract anniversary on or after that date, however
the enhanced value to the MGIB Benefit Base that is part of this Enhancement Offer will no longer
be available. You will receive an endorsement to your Contract prior to July 15, 2015 providing for the
Waiver.

X.VIACMGIBC-14  Page 2 of 8  December 2014 

 


Who should I contact if I wish to accept the Enhancement Offer or the Waiver? To accept the
Enhancement Offer, you may complete the form included with your offer letter or contact us at (877) 235-
8564 at any time during the Offer Window. You may annuitize pursuant to the Waiver by contacting us
at (877) 235-8564 any time prior to the contract anniversary on which you wish to annuitize under the
MGIB Rider.

What MGIB annuity options are available if I accept the Enhancement Offer or annuitize pursuant
to the Waiver? If you choose to accept the Enhancement Offer or choose to annuitize under the MGIB
Rider pursuant to the Waiver or at a later date, you may choose from any of the MGIB annuity options
available under the MGIB Rider. You should consider all of your options prior to accepting the
Enhancement Offer and discuss your personal situation with your financial adviser.

Will I incur Surrender Charges or be subject to a Market Value Adjustment (MVA) if I accept the
Enhancement Offer or annuitize pursuant to the Waiver? We will waive surrender charges if you
accept the Enhancement Offer and begin income phase payments on the Special Exercise Date. If the
surrender charge period on your Contract has not expired, you will be subject to applicable surrender
charges if you choose to annuitize under your Contract or under the MGIB Rider on a date other than the
Special Exercise Date, including if you annuitize pursuant to the Waiver. The surrender charge schedule
is described in your prospectus and in your Contract.

If you are invested in a Fixed Interest Allocation, and the date you choose to begin income phase
payments (including the Special Exercise Date) does not end on or within 30 days of the end of the
guaranteed interest period, you will be subject to a positive or negative Market Value Adjustment.
A Market Value Adjustment may be positive, negative or result in no change. In general, if interest rates
have risen during the guaranteed interest period the Market Value Adjustment may be negative and
reduce your contract value. On the other hand, if interest rates have fallen, it is more likely that you will
receive a positive Market Value Adjustment that increases your contract value. For Additional
information, please see the heading “Market Value Adjustment” in the Fixed Account II appendix of your
prospectus.

We cannot provide advice on whether you should accept the Enhancement Offer or Waiver and incur
such charges and adjustments. You should discuss with your financial adviser whether in your individual
situation, the value of the Enhancement Offer or Waiver after incurring applicable MVA or surrender
charges, if any, outweighs the value of waiting to annuitize at a time when such charges and adjustments
would not apply.

What does it mean to annuitize under the MGIB Rider, and what will happen to my Death Benefit?
If you fully annuitize under the MGIB Rider pursuant to the Enhancement Offer or the Waiver, your
MGIB Rider will terminate and you will enter the income phase of your Contract. This means you will
no longer be able to contribute premium payments to the Contract or potentially grow your contract value
or MGIB Benefit Base and you also will no longer be invested in any subaccounts. Once you have
chosen to annuitize it cannot be undone.

Annuitizing pursuant to the Waiver and/or accepting the Enhancement Offer will have the same impact
on any death benefits as annuitizing under the Contract or the MGIB Rider at any other time. Upon full
annuitization, the death benefit under your Contract as well as any death benefit rider you purchased with
your Contract will terminate. If any contract owner or the annuitant dies after the income phase begins,
we will pay the beneficiary any certain benefit remaining under the annuity in effect at the time. For
more information regarding your death benefit, please see the “Death Benefit Choices” section of your
prospectus. You should consider whether annuitizing under the MGIB Rider is more important to you
than retaining the Contract death benefit or any death benefit rider you purchased with your Contract.

X.VIACMGIBC-14  Page 3 of 8  December 2014 

 


Do I need to annuitize the entire MGIB Benefit Base to participate in the Enhancement Offer or
annuitize pursuant to the Waiver? No, the MGIB Rider allows you to apply up to 50% of the MGIB
Benefit Base to one of the MGIB annuity options available under the MGIB Rider one time during the
life of your Contract. If you elect the Enhancement Offer, you may elect to do this on the Special
Exercise Date. Any portion of the MGIB Benefit Base annuitized on the Special Exercise Date will
receive the 5% increase, however any portion of the MGIB Benefit Base not annuitized on the Special
Exercise Date will not receive this increase. Your contract value and death benefit will be reduced on a
pro-rata basis based on the portion of the MGIB Benefit Base annuitized prior to adding the 5% increase.
As described above, surrender charges may apply if you annuitize a portion of the MGIB Benefit Base on
a date other than the Special Election Date. Choosing to annuitize only a portion of the MGIB Benefit
Base will not impact your ability to make additional premium payments, see “Purchase and Availability
of the Contract” in the “The Annuity Contract” section of your prospectus. For information about the
taxation of annuity payments, including partial annuitizations, please see “Taxation of Annuity Payments”
in the “Federal Tax Considerations” section of your prospectus. Please consult your tax adviser before
annuitizing only a portion of the MGIB Benefit Base, as the taxation of this election is uncertain.

Why is the Company providing the Waiver and making the Enhancement Offer? The Company
believes that the Enhancement Offer may be beneficial to our contract owners who would like to take
advantage of the opportunity to annuitize under the MGIB Rider prior to the end of the 10-year waiting
period and receive a higher level of income phase payments due to the Enhanced MGIB Benefit Base.
We also believe that the Waiver may be beneficial to our contract owners who would like to annuitize
under the MGIB Rider at some point prior to the expiration of the rider’s 10-year waiting period.

The Company is taking steps, such as providing the Waiver and making the Enhancement Offer, to reduce
the Company’s risks associated with a block of variable annuity contracts that are no longer offered for
sale. Providing guarantees under the MGIB Rider may be costly to the Company, particularly during
periods of extended low interest rates, declining equity markets as well as high volatility in either equity
markets or interest rates. If you accept the Enhancement Offer or annuitize under the Waiver, the costs
incurred by the Company to provide the MGIB Rider may be reduced.

How do I know if I am eligible for the Waiver or to participate in the Enhancement Offer? At this
time we are making the Waiver and the Enhancement Offer available to contract owners who have
purchased certain versions of the MGIB Rider with a form number of IU-RA-1047(08/06), except for
Contracts in states that have not approved the endorsement that provides the Enhanced MGIB Benefit
Base and Waiver. Please contact us at 1-877-235-8564 to see if the endorsement is approved in your
state.

We may make the Waiver and/or the Enhancement Offer available for MGIB Riders with different form
numbers and/or different states in the future. Eligible contract owners will receive a prospectus
supplement, as well as the letter and endorsements described above.

What happens if I don’t take any action? If you take no action, the Enhancement Offer will expire at
the end of the Offer Window. The Waiver will remain available to you.

What are some factors I should consider in deciding whether to annuitize pursuant to the Waiver
or accept the Enhancement Offer? We urge you to carefully review this prospectus supplement and
discuss the Waiver and the Enhancement Offer with your financial professional and tax adviser prior to
making a decision to annuitize under the MGIB Rider. Once you have chosen to annuitize it cannot be
undone. In deciding whether to annuitize pursuant to our Enhancement Offer or Waiver, you should
consider all factors relevant to your personal situation. Some of the factors you may wish to consider are:

X.VIACMGIBC-14  Page 4 of 8  December 2014 

 


·  We determine the highest amount of income that will be available to you after taking into account 
  your contract value applied to current income factors, your contract value applied to the 
  Contract’s guaranteed income factors, and the MGIB Benefit Base applied to the MGIB rider 
  income factors. Because the MGIB Rider income factors are generally more conservative than 
  the Contract income factors, the level of lifetime income that it guarantees may be less than the 
  level that might be provided by the application of your contract value to the Contract’s applicable 
  annuity factors. If your contract value exceeds the MGIB Benefit Base or Enhanced MGIB 
  Benefit Base at time of annuitization, the Contract will always produce greater income than 
  the MGIB rider. 
·  The current value of your contract value, your MGIB Benefit Base, and the value of the 
  Contract’s death benefit, as well as the extent to which you believe these values may continue to 
  grow if you defer annuitization until a later date (in particular, you should take into account the 
  roll-up and ratchet features of your MGIB Rider, which may operate to increase your MGIB 
  Benefit Base). 
·  Your desired level of income payments and the period you will receive such income payments 
  should be considered when choosing an income option. Period certain options may result in a 
  higher dollar amount per payment, but it is important to note that payments will stop at the end of 
  the period certain. For example, under a “20 Years Period Certain” annuity option, all payments 
  will stop after 20 years. If you desire income for your lifetime, you should consider the life 
  contingent payout options. Appendix B to this supplement provides hypothetical examples of the 
  potential differences in annual payments and total benefits that may be paid under different 
  MGIB annuity options. 
·  Whether it is important for you to leave a death benefit to your beneficiaries. 
·  The fact that the longer you wait to annuitize, the greater the potential for higher income phase 
  payments if your contract value and/or MGIB Benefit Base increases. Additionally, for life 
  contingent annuitization options, the longer you wait to annuitize the larger the income factor 
  used to determine your annuity income will be (which means higher income phase payments) 
  regardless of whether you annuitize under your MGIB Rider or under the Contract. 
·  Whether your need for MGIB income is more important to you than the ability to make 
  withdrawals of contract value from your Contract or to surrender or exchange your Contract at a 
  later date (and the tax consequences of annuitization, withdrawal, and surrender). 
·  Whether your need for MGIB income is more important to you than the tax deferral provided 
  during the accumulation phase of the Contract. 
·  Whether the value of the Enhancement Offer or Waiver after incurring applicable MVA or 
  surrender charges, if any, outweighs the value of waiting to annuitize at a time when such charges 
  and adjustments would not apply. 
·  The tax impact of accepting the Enhancement Offer or annuitizing under the Waiver, particularly 
  if your Contract is an IRA and you are or may be subject to required minimum distributions under 
  the Internal Revenue Code. 
·  With respect specifically to the Enhancement Offer: 
  o  If your contract value is greater than your Enhanced MGIB, accepting the Enhancement 
    Offer would not provide any additional benefit to you. 
  o  If the increased MGIB annuity income that you will receive due to the Enhanced MGIB 
    Benefit Base and the ability to begin receiving annuity income now is more valuable to 
    you than continuing your Contract’s accumulation phase and the potential for growth of 
    your contract value, MGIB Benefit Base, and death benefit. 
  o  How the MGIB annuity options compare to the annuity options of the Contract’s cash 
    surrender value otherwise available under the Contract as described in your prospectus 
    under the heading “The Annuity Options”. 

 

X.VIACMGIBC-14  Page 5 of 8  December 2014 

 


We cannot provide you with advice as to how to consider these factors and how they may affect you
personally, nor can we provide advice regarding any potential future increases or decreases of either your
contract value or the value of any living benefit or death benefit. Please discuss with your financial
professional whether the Enhancement Offer or Waiver is suitable for you based on your particular
circumstances.

What else do I need to know?
We reserve the right to terminate or modify the Enhancement Offer at any time prior to our receipt of
your acceptance, and to reject any request to accept the Enhancement Offer. In addition, we reserve the
right to offer different and more or less favorable terms to you or other contract owners in the future if we
choose to make new or different offers available. By accepting the Enhancement Offer or annuitizing
pursuant to the Waiver you may not be able to participate in such future offers.

You should discuss these offers with your financial representative to determine whether accepting the
Enhancement Offer or annuitizing pursuant to the Waiver is suitable for you given your unique financial
position and future financial, retirement, and insurance needs. You should not annuitize under the MGIB
Rider unless you determine, after consulting with your financial representative, that doing so is more beneficial
to your needs than continuing to maintain your Contract and/or annuitizing under the Contract or under the
MGIB Rider at a later date. You should discuss the tax impact of accepting the Enhancement Offer or
annuitizing under the Waiver with your tax adviser, particularly if your Contract is an IRA and you are or
may be subject to required minimum distributions under the Internal Revenue Code.

You may want to discuss these offers with the beneficiaries named in your Contract to determine whether
you need the death benefit protection provided under the Contract.

We will not compensate your financial professional based on whether or not you annuitize under the
MGIB Rider pursuant to the Waiver or our Enhancement Offer, however if your financial professional is
currently receiving ongoing selling compensation, they will no longer receive such compensation if you
annuitize your contract. Accordingly, your financial professional may have an incentive to recommend
whether or not you should annuitize under the Waiver or accept the Enhancement Offer. For example, by
not annuitizing at this time, your contract value may continue to grow and the commissions paid to your
financial professional or firm may continue and/or increase. In addition, if you do not annuitize and later
choose to exchange your Contract for another product, your financial professional may receive
compensation in connection with such exchange. For more information regarding the compensation we
may pay to your financial professional, please see your prospectus under the heading “Selling the
Contract”.

X.VIACMGIBC-14  Page 6 of 8  December 2014 

 


    APPENDIX A   
 
Hypothetical Examples of How the Enhanced MGIB Benefit Base may Impact MGIB Annuity Income 
 
Example 1: Enhanced MGIB Benefit Base is significantly larger than Contract Value. Enhanced MGIB 
Benefit Base produces a larger income payment than Contract Value 
    Contract with MGIB  Contract with MGIB Rider and 
Age    Rider  Enhanced MGIB Benefit Base 
65  Contract Value  $170,000  $170,000 
  MGIB Benefit Base  $200,000   
  Enhanced MGIB Benefit Base    $210,000 
  Contract Annuity Factor  4.69  4.69 
 
  MGIB Annuity Factor  4.43  4.43 
  Contractual Monthly Income  $797  $797 
  MGIB Monthly Income  $886  $931 
  Actual Monthly Income  $886  $931 
Example 2: Enhanced MGIB Benefit Base is larger than the Contract Value. Enhanced MGIB Benefit 
Base produces a larger income payment than Contract Value even though the MGIB Benefit Base 
produced a smaller income payment than the Contract Value   
    Contract with MGIB  Contract with MGIB Rider and 
Age    Rider  Enhanced MGIB Benefit Base 
65  Contract Value  $195,000  $195,000 
  MGIB Benefit Base  $200,000   
  Enhanced MGIB Benefit Base    $210,000 
  Contract Annuity Factor  4.69  4.69 
  MGIB Annuity Factor  4.43  4.43 
  Contractual Monthly Income  $914  $914 
  MGIB Monthly Income  $886  $931 
  Actual Monthly Income  $914  $931 
Example 3: Enhanced MGIB Benefit Base is slightly larger than Contract Value. However, the Contract 
Value produces a larger income payment than the Enhanced MGIB Benefit Base 
    Contract with MGIB  Contract with MGIB Rider and 
Age    Rider  Enhanced MGIB Benefit Base 
65  Contract Value  $200,000  $200,000 
  MGIB Benefit Base  $200,000   
  Enhanced MGIB Benefit Base    $210,000 
  Contract Annuity Factor  4.69  4.69 
  MGIB Annuity Factor  4.43  4.43 
  Monthly Income  $938  $938 
  MGIB Monthly Income  $886  $931 
  Actual Monthly Income  $938  $938 
 
All Values are hypothetical and reflect a Life with 10 Year Period Certain annuitization option. 

 

X.VIACMGIBC-14  Page 7 of 8  December 2014 

 


  APPENDIX B     
 
Hypothetical Examples of Annuitization Payments for Different MGIB Annuitization Options 
 
The examples below demonstrate the potential differences in annual benefit payments based on a hypothetical 
annuitization of a $100,000 Enhanced MGIB Benefit Base.     
 
Example 1: Annual benefit payments are shown below based upon annuitization at 65. If the 20-years 
Period Certain only option is elected, after 20 years, no additional payments will be made. 
  Life with 20 Years  Life with 10  20 Years Certain 
  Certain  Years Certain   
Annual Enhanced Benefit Payment  $4,512  $4,824  $5,772 
Payments in year 11  $4,512  $4,8241  $5,772 
Payments in year 21  $4,5121  $4,8241  $0 
 
Example 2: Annual benefit payments are shown below based upon annuitization at 70. If the 20-years 
Period Certain only option is elected, after 20 years, no additional payments will be made. 
  Life with 20 Years  Life with 10  20 Years Certain 
  Certain  Years Certain   
Annual Enhanced Benefit Payment  $5,196  $6,228  $5,772 
Payments in year 11  $5,196  $6,2281  $5,772 
Payments in year 21  $5,1961  $6,228 1  $0 
 
Example 3: Annual benefit payments are shown below based upon annuitization at 75. If the 20-years 
Period Certain only option is elected, after 20 years, no additional payments will be made. 
  Life with 20 Years  Life with 10  20 Years Certain 
  Certain  Years Certain   
Annual Enhanced Benefit Payment  $5,412  $6,756  $5,772 
Payments in year 11  $5,412  $6,7561  $5,772 
Payments in year 21  $5,4121  $6,7561  $0 

 

1 If annuitant is alive.     
X.VIACMGIBC-14  Page 8 of 8  December 2014 

 


PART C - OTHER INFORMATION
 
ITEM 24: FINANCIAL STATEMENTS AND EXHIBITS 
 
(a) Financial Statements: 
(1)  Incorporated by reference in Part A: 
  Condensed Financial Information 
(2)  Incorporated by reference in Part B: 
  Condensed Financial Information (Accumulation Unit Values) 
  Financial Statements of Separate Account B: 
  -  Report of Independent Registered Public Accounting Firm 
  -  Statements of Assets and Liabilities as of December 31, 2013 
  -  Statements of Operations for the year ended December 31, 2013 
  -  Statements of Changes in Net Assets for the years ended December 31, 2013 and 2012 
  -  Notes to Financial Statements 
  Financial Statements of ING USA Annuity and Life Insurance Company, name changed 
  to Voya Insurance and Annuity Company: 
  -  Report of Independent Registered Public Accounting Firm 
  -  Balance Sheets as of December 31, 2013 and 2012 
  -  Statements of Operations for the years ended December 31, 2013, 2012 and 2011 
  -  Statements of Comprehensive Income for the years ended December 31, 2013, 2012 
    and 2011 
  -  Statements of Changes in Shareholder’s Equity for the years ended December 31, 
    2013, 2012 and 2011 
  -  Statements of Cash Flows for the years ended December 31, 2013, 2012 and 2011 
  -  Notes to Financial Statements 
 
(b) Exhibits:     
 
 
(1)  Resolution of the Board of Directors of Depositor authorizing the establishment of the 
  Registrant, incorporated herein by reference to Post-Effective amendment No. 29 to a 
  Registration Statement on form N-4 for Golden American Life Insurance Company 
  Separate Account B filed with the Securities and Exchange Commission on April 30, 
  1999 (File Nos. 033-23351, 811-05626). 
 
(2)  Not Applicable. 
 
(3) a.  Distribution Agreement between the Depositor and Directed Services, Inc., incorporated 
  herein by reference to Post-Effective amendment No. 29 to a Registration Statement on 
  form N-4 for Golden American Life Insurance Company Separate Account B filed with 
  the Securities and Exchange Commission on April 30, 1999 (File Nos. 033-23351, 811- 
  05626). 
 
b.  Form of Dealers Agreement, incorporated herein by reference to Post-Effective 
  amendment No. 29 to a Registration Statement on form N-4 for Golden American Life 
  Insurance Company Separate Account B filed with the Securities and Exchange 
  Commission on April 30, 1999 (File Nos. 033-23351, 811-05626). 
 
c.  Organizational Agreement, incorporated herein by reference to Post-Effective 
  amendment No. 29 to a Registration Statement on form N-4 for Golden American Life 
  Insurance Company Separate Account B filed with the Securities and Exchange 
  Commission on April 30, 1999 (File Nos. 033-23351, 811-05626). 

 


d.  Addendum to Organizational Agreement, incorporated herein by reference to Post- 
  Effective amendment No. 29 to a Registration Statement on form N-4 for Golden 
  American Life Insurance Company Separate Account B filed with the Securities and 
  Exchange Commission on April 30, 1999 (File Nos. 033-23351, 811-05626). 
 
e.  Expense Reimbursement Agreement, incorporated herein by reference to Post-Effective 
  amendment No. 29 to a Registration Statement on form N-4 for Golden American Life 
  Insurance Company Separate Account B filed with the Securities and Exchange 
  Commission on April 30, 1999 (File Nos. 033-23351, 811-05626). 
 
f.  Form of Assignment Agreement for Organizational Agreement, incorporated herein by 
  reference to Post-Effective amendment No. 29 to a Registration Statement on form N-4 
  for Golden American Life Insurance Company Separate Account B filed with the 
  Securities and Exchange Commission on April 30, 1999 (File Nos. 033-23351, 811- 
  05626). 
 
g.  Amendment to the Distribution Agreement between ING USA and DSI, incorporated 
  herein by reference to Post-Effective Amendment No. 26 to a Registration Statement on 
  Form N-4 for ING USA Annuity and Life Insurance Company Separate Account B filed 
  with the Securities and Exchange Commission on April 13, 2004 (File Nos. 333-28755, 
  811-05626). 
 
h.  Intercompany Agreement dated December 22, 2010 (effective January 1, 2010) 
  between Directed Services LLC and ING USA Annuity and Life Insurance 
  Company, incorporated herein by reference to Post Effective Amendment No. 55 to 
  a Registration Statement on Form N-4 for ING USA Annuity and Life Insurance 
  Company Separate Account B filed with the Securities and Exchange Commission 
  on April 6, 2011 (File Nos. 333-28679, 811-05626). 
 
i.  Amendment No. 1 to the Intercompany Agreement dated December 1, 2013 
  (effective December 23, 2013) to the Intercompany Agreement dated December 22, 
  2010 (effective January 1, 2010) between Directed Services LLC (DSL) and ING 
  USA Annuity and Life Insurance Company, incorporated herein by reference to 
  Post-Effective Amendment No. 44 to a Registration Statement on Form N-4 for ING 
  USA Annuity and Life Insurance Company Separate Account B filed with the 
  Securities and Exchange Commission on April 9, 2014 (File Nos. 333-30180, 811- 
  05626). 
 
j.  Amendment No. 2 to the Intercompany Agreement dated December 22, 2010 
  (effective September 30, 2014) between Directed Services LLC (DSL) and ING 
  USA Annuity and Life Insurance Company (now known as “Voya Insurance and 
  Annuity Company”, or “VIAC”), attached. 
 
k.  Intercompany Agreement dated December 22, 2010 (effective January 1, 2010) 
  between ING Investment Management LLC and ING USA Annuity and Life 
  Insurance Company, incorporated herein by reference to Post Effective Amendment 
  No. 55 to a Registration Statement on Form N-4 for ING USA Annuity and Life 
  Insurance Company Separate Account B filed with the Securities and Exchange 
  Commission on April 6, 2011 (File Nos. 333-28679, 811-05626). 

 


  l.  Amendment No. 1 to the Intercompany Agreement dated December 1, 2013 
    (effective December 23, 2013) to the Intercompany Agreement dated December 22, 
    2010 (effective January 1, 2010) between ING Investment Management LLC (IIM) 
and ING USA Annuity and Life Insurance Company, incorporated herein by
    reference to Post-Effective Amendment No. 44 to a Registration Statement on Form 
    N-4 for ING USA Annuity and Life Insurance Company Separate Account B filed 
    with the Securities and Exchange Commission on April 9, 2014 (File Nos. 333- 
    30180, 811-05626). 
 
  m.  Amendment No. 2 to the Intercompany Agreement dated December 22, 2010 
    (effective September 30, 2014) between ING Investment Management LLC (IIM) 
    (now known as “Voya Investment Management LLC”, or “VIM”) and ING USA 
    Annuity and Life Insurance Company (now known as “Voya Insurance and Annuity 
    Company”, or “VIAC”), attached. 
 
(4)  a.  Flexible Premium Deferred Variable Annuity Group Master Contract (IU-MA-3040), 
    incorporated herein by reference to Pre-Effective Amendment No. 1 to a Registration 
    Statement on Form N-4 for ING USA Annuity and Life Insurance Company Separate 
    Account B filed with the Securities and Exchange Commission on August 4, 2006 (File 
    Nos. 333-133944, 811-05626). 
 
  b.  Flexible Premium Deferred Variable Annuity Certificate (IU-CA-3040), incorporated 
    herein by reference to a Registration Statement on Form N-4 for ING USA Annuity and 
    Life Insurance Company Separate Account B filed with the Securities and Exchange 
    Commission on May 9, 2006 (File Nos. 333-133944, 811-05626). 
 
  c.  Flexible Premium Deferred Variable Annuity Contract (IU-IA-3040), incorporated herein 
    by reference to a Registration Statement on Form N-4 for ING USA Annuity and Life 
    Insurance Company Separate Account B filed with the Securities and Exchange 
    Commission on May 9, 2006 (File Nos. 333-133944, 811-05626). 
 
  d.  Surrender Charge Reduction Endorsement (IU-RA-3042), incorporated herein by 
    reference to a Registration Statement on Form N-4 for ING USA Annuity and Life 
    Insurance Company Separate Account B filed with the Securities and Exchange 
    Commission on May 9, 2006 (File Nos. 333-133944, 811-05626). 
 
  e.  Premium Credit Rider 2% (IU-RA-3043), incorporated herein by reference to a 
    Registration Statement on Form N-4 for ING USA Annuity and Life Insurance Company 
    Separate Account B filed with the Securities and Exchange Commission on May 9, 2006 
    (File Nos. 333-133944, 811-05626). 
 
  f.  Premium Credit Rider 4% (IU-RA-3044), incorporated herein by reference to a 
    Registration Statement on Form N-4 for ING USA Annuity and Life Insurance Company 
    Separate Account B filed with the Securities and Exchange Commission on May 9, 2006 
    (File Nos. 333-133944, 811-05626). 
 
  g.  Minimum Guaranteed Income Benefit Rider (IU-RA-1047) (08-06), incorporated herein 
    by reference to a Registration Statement on Form N-4 for ING USA Annuity and Life 
    Insurance Company Separate Account B filed with the Securities and Exchange 
    Commission on May 9, 2006 (File Nos. 333-133944, 811-05626). 

 


h.  Minimum Guaranteed Withdrawal Benefit Rider with Reset Option (ING PrincipalGuard) 
  (GA-RA-1046), incorporated herein by reference to Post-Effective Amendment No. 25 to 
  a Registration Statement on Form N-4 for ING USA Annuity and Life Insurance 
  Company Separate Account B filed with the Securities and Exchange Commission on 
  February 13, 2004 (File Nos. 333-28679, 811-05626). 
 
i.  Minimum Guaranteed Withdrawal Benefit Rider with Reset Option (ING LifePay) (IU- 
  RA-3023), incorporated herein by reference to Post-Effective Amendment No. 32 to a 
  Registration Statement on Form N-4 for ING USA Annuity and Life Insurance 
  Company Separate Account B filed with the Securities and Exchange Commission on 
  August 5, 2005 (File Nos. 333-28755, 811-05626). 
 
j.  Minimum Guaranteed Withdrawal Benefit Rider with Reset Option (ING Joint LifePay) 
  (IU-RA-3029), incorporated herein by reference to a Registration Statement on Form N- 
  4 for ING USA Annuity and Life Insurance Company Separate Account B filed with the 
  Securities and Exchange Commission on May 9, 2006 (File Nos. 333-133944, 811- 
  05626). 
 
k.  Individual Retirement Annuity Rider (GA-RA-1009) (12-02), incorporated herein by 
  reference to Post-Effective Amendment No. 34 to a Registration Statement on Form N-4 
  for Golden American Life Insurance Company Separate Account B filed with the 
  Securities and Exchange Commission on April 15, 2003 (File Nos. 033-23351, 811- 
  05626). 
 
l.  ROTH Individual Retirement Annuity Rider (GA-RA-1038) (12-02), incorporated herein 
  by reference to Post-Effective Amendment No. 34 to a Registration Statement on Form 
  N-4 for Golden American Life Insurance Company Separate Account B filed with the 
  Securities and Exchange Commission on April 15, 2003 (File Nos. 033-23351, 811- 
  05626). 
 
m.  Guaranteed Death Benefit and Transfer Endorsement (Standard Death Benefit) (GA-RA- 
  1044-3) (01-02), incorporated herein by reference to Post-Effective Amendment No. 25 
  to a Registration Statement on Form N-4 for ING USA Annuity and Life Insurance 
  Company Separate Account B filed with the Securities and Exchange Commission on 
  February 13, 2004 (File Nos. 333-28679, 811-05626). 
 
n.  Guaranteed Death Benefit and Transfer Endorsement (Quarterly Ratchet Death Benefit) 
  (GA-RA-1044-2) (10-03), incorporated herein by reference to Post-Effective 
  Amendment No. 25 to a Registration Statement on Form N-4 for ING USA Annuity and 
  Life Insurance Company Separate Account B filed with the Securities and Exchange 
  Commission on February 13, 2004 (File Nos. 333-28679, 811-05626). 
 
o.  Guaranteed Death Benefit and Transfer Endorsement (Max 7 Death Benefit) (GA-RA- 
  1044-4) (10-03), incorporated herein by reference to Post-Effective Amendment No. 25 
  to a Registration Statement on Form N-4 for ING USA Annuity and Life Insurance 
  Company Separate Account B filed with the Securities and Exchange Commission on 
  February 13, 2004 (File Nos. 333-28679, 811-05626). 
 
p.  TSA without Loans 403(b) Rider (GA-RA-1039), incorporated herein by reference to 
  Post-Effective Amendment No. 29 to a Registration Statement on Form N-4 for Golden 
  American Life Insurance Company Separate Account B filed with the Securities and 
  Exchange Commission on April 16, 2003 (File Nos. 033-59261, 811-05626). 

 


q.  Section 72 Rider (GA-RA-1001) (12-94), incorporated herein by reference to a 
  Registration Statement on Form N-4 for ING USA Annuity and Life Insurance Company 
  Separate Account B filed with the Securities and Exchange Commission on May 9, 2006 
  (File Nos. 333-133944, 811-05626). 
 
r.  Section 72 Rider (GA-RA-1002) (12-94), incorporated herein by reference to a 
  Registration Statement on Form N-4 for ING USA Annuity and Life Insurance Company 
  Separate Account B filed with the Securities and Exchange Commission on May 9, 2006 
  (File Nos. 333-133944, 811-05626). 
 
s.  Nursing Home Waiver for Group Certificates (GA-RA-1003) (12-94), incorporated 
  herein by reference to a Registration Statement on Form N-4 for ING USA Annuity and 
  Life Insurance Company Separate Account B filed with the Securities and Exchange 
  Commission on May 9, 2006 (File Nos. 333-133944, 811-05626). 
 
t.  Nursing Home Waiver for Individual Certificates (GA-RA-1004) (12-94), incorporated 
  herein by reference to a Registration Statement on Form N-4 for ING USA Annuity and 
  Life Insurance Company Separate Account B filed with the Securities and Exchange 
  Commission on May 9, 2006 (File Nos. 333-133944, 811-05626). 
 
u.  Minimum Guaranteed Withdrawal Benefit Rider with Automatic Reset (ING LifePay 
  Plus)(IU-RA-3061), incorporated herein by reference to Post-Effective Amendment No. 
  40 to a Registration Statement on Form N-4 for ING USA Annuity and Life Insurance 
  Company Separate Account B filed with the Securities and Exchange Commission on 
  July 25, 2007 (File Nos. 333-28679, 811-05626). 
 
v.  Minimum Guaranteed Withdrawal Benefit Rider with Automatic Reset (ING Joint 
  LifePay Plus) (IU-RA-3062), incorporated herein by reference to Post-Effective 
  Amendment No. 40 to a Registration Statement on Form N-4 for ING USA Annuity and 
  Life Insurance Company Separate Account B filed with the Securities and Exchange 
  Commission on July 25, 2007 (File Nos. 333-28679, 811-05626). 
 
w.  Combination Minimum Guaranteed Withdrawal Benefit and Death Benefit Rider 
  (ING LifePay Plus) (IU-RA-3077), incorporated herein by reference to Post- 
  Effective Amendment No. 43 to a Registration Statement on Form N-4 for ING 
  USA Annuity and Life Insurance Company Separate Account B filed with the 
  Securities and Exchange Commission on April 7, 2008 (File Nos. 333-28755, 811- 
  05626). 
 
x.  Combination Minimum Guaranteed Withdrawal Benefit and Death Benefit Rider (ING 
  Joint LifePay Plus) (IU-RA-3078), incorporated herein by reference to Post-Effective 
  Amendment No. 43 to a Registration Statement on Form N-4 for ING USA Annuity and 
  Life Insurance Company Separate Account B filed with the Securities and Exchange 
  Commission on April 7, 2008 (File Nos. 333-28755, 811-05626). 
 
y.  Combination Minimum Guaranteed Withdrawal Benefit and Death Benefit Rider (ING 
  LifePay Plus) (IU-RA-4010) (05-01-2009), incorporated herein by reference to Post 
  Effective Amendment No. 50 to a Registration Statement on Form N-4 for ING USA 
  Annuity and Life Insurance Company Separate Account B filed with the Securities and 
  Exchange Commission on April 30, 2009 (File Nos. 333-28679, 811-05626). 

 


  z.  Combination Minimum Guaranteed Withdrawal Benefit and Death Benefit Rider (ING 
    Joint LifePay Plus) (IU-RA-4011) (05-01-2009), incorporated herein by reference to Post 
    Effective Amendment No. 50 to a Registration Statement on Form N-4 for ING USA 
    Annuity and Life Insurance Company Separate Account B filed with the Securities and 
Exchange Commission on April 30, 2009 (File Nos. 333-28679, 811-05626).
 
(5)  a.  Application (138187) (08/07/06), incorporated herein by reference to Pre-Effective 
    Amendment No. 1 to a Registration Statement on Form N-4 for ING USA Annuity and 
    Life Insurance Company Separate Account B filed with the Securities and Exchange 
    Commission on August 4, 2006 (File Nos. 333-133944, 811-05626). 
 
  b.  Deferred Variable Annuity Application (138311) (04-28-2008), incorporated herein by 
    reference to Post-Effective Amendment No. 8 to a Registration Statement on Form N-4 
    for ING USA Annuity and Life Insurance Company Separate Account B filed with the 
    Securities and Exchange Commission on April 9, 2008 (File Nos. 333-133944, 811- 
    05626). 
 
  c.  Deferred Variable Annuity Application (139859) (04-28-2008), incorporated herein by 
    reference to Post-Effective Amendment No. 8 to a Registration Statement on Form N-4 
    for ING USA Annuity and Life Insurance Company Separate Account B filed with the 
    Securities and Exchange Commission on April 9, 2008 (File Nos. 333-133944, 811- 
    05626). 
 
  d.  Deferred Variable Annuity Application (138311) (10-6-2008), incorporated herein by 
    reference to Post-Effective Amendment No. 9 to a Registration Statement on Form N-4 
    for ING USA Annuity and Life Insurance Company Separate Account B filed with the 
    Securities and Exchange Commission on September 10, 2008 (File Nos. 333-133944, 
    811-05626). 
 
  e.  Deferred Variable Annuity Application (139859) (10-6-2008), incorporated herein by 
    reference to Post-Effective Amendment No. 9 to a Registration Statement on Form N-4 
    for ING USA Annuity and Life Insurance Company Separate Account B filed with the 
    Securities and Exchange Commission on September 10, 2008 (File Nos. 333-133944, 
    811-05626). 
 
  f.  Variable Annuity Application (138311) (01-12-2009), incorporated herein by reference 
    to Post-Effective Amendment No. 10 to a Registration Statement on Form N-4 for ING 
    USA Annuity and Life Insurance Company Separate Account B filed with the Securities 
    and Exchange Commission on December 30, 2008 (File Nos. 333-133944, 811-05626). 
 
  g.  Variable Annuity Application (139859) (01-12-2009), incorporated herein by reference 
    to Post-Effective Amendment No. 9 to a Registration Statement on Form N-4 for ING 
    USA Annuity and Life Insurance Company Separate Account B filed with the Securities 
    and Exchange Commission on December 30, 2008 (File Nos. 333-133944, 811-05626). 
 
  h.  Deferred Variable Annuity Application (151286) (01-12-2009), incorporated herein by 
    reference to Post-Effective Amendment No. 9 to a Registration Statement on Form N-4 
    for ING USA Annuity and Life Insurance Company Separate Account B filed with the 
    Securities and Exchange Commission on December 30, 2008 (File Nos. 333-133944, 
    811-05626). 

 


  i.  Deferred Variable Annuity Application (151286) (05-01-2009), incorporated herein by 
    reference to Post-Effective Amendment No. 12 to a Registration Statement on Form N-4 
    for ING USA Annuity and Life Insurance Company Separate Account B filed with the 
    Securities and Exchange Commission on April 30, 2009 (File Nos. 333-133944, 811- 
    05626). 
 
  j.  Deferred Variable Annuity Application (151282) (05-01-2009), incorporated herein by 
    reference to Post-Effective Amendment No. 12 to a Registration Statement on Form N-4 
    for ING USA Annuity and Life Insurance Company Separate Account B filed with the 
    Securities and Exchange Commission on April 30, 2009 (File Nos. 333-133944, 811- 
    05626). 
 
(6)  a.  Amendment to Articles of Incorporation Providing for the Name Change of Golden 
    American Life Insurance Company, dated (11/21/03), incorporated herein by reference to 
    Post-Effective Amendment No. 1 to a Registration Statement on Form S-1 for ING USA 
Annuity and Life Insurance Company filed with the Securities and Exchange
    Commission on April 9, 2007 (File No. 333-133076). 
 
  b.  Amendment to Articles of Incorporation Providing for the Change in Purpose and 
    Powers of ING USA Annuity and Life Insurance Company, dated (03/04/04), 
    incorporated herein by reference to Post-Effective Amendment No. 1 to a Registration 
    Statement on Form S-1 for ING USA Annuity and Life Insurance Company filed with 
    the Securities and Exchange Commission on April 9, 2007 (File No. 333-133076). 
 
  c.  Amended and Restated By-Laws of ING USA Annuity and Life Insurance Company, 
    dated (12/15/04), incorporated herein by reference to Post-Effective Amendment No. 1 
    to a Registration Statement on Form S-1 for ING USA Annuity and Life Insurance 
    Company filed with the Securities and Exchange Commission on April 9, 2007 (File No. 
    333-133076). 
 
  d.  Resolution of the board of directors for Powers of Attorney, dated (04/23/99), 
    incorporated herein by reference to Post-Effective Amendment No. 29 to a Registration 
    Statement on form N-4 for Golden American Life Insurance Company Separate Account 
    B filed with the Securities and Exchange Commission on April 30, 1999 (File Nos. 033- 
    23351, 811-05626). 
 
  e.  Articles of Merger and Agreement and Plan of Merger of USGALC, ULAIC, ELICI into 
    GALIC and renamed ING USA Annuity and Life Insurance Company, effective date 
    (01/01/04), dated (06/25/03), incorporated herein by reference to Post-Effective 
    Amendment No. 25 to a Registration Statement on Form N-4 for ING USA Annuity and 
    Life Insurance Company Separate Account B filed with the Securities and Exchange 
    Commission on February 13, 2004 (File Nos. 333-28679, 811-05626). 
 
(7)    Not Applicable. 
 
(8)  a.  Service Agreement by and between Golden American Life Insurance Company and 
    Directed Services, Inc., incorporated herein by reference to Post-Effective amendment 
    No. 28 to a Registration Statement on form N-4 for Golden American Life Insurance 
    Company Separate Account B filed with the Securities and Exchange Commission on 
    May 1, 1998 (File Nos. 033-23351, 811-05626). 

 


b.  Asset Management Agreement between Golden American and ING Investment 
  Management LLC, incorporated herein by reference to Post-Effective amendment No. 29 
  to a Registration Statement on form N-4 for Golden American Life Insurance Company 
  Separate Account B filed with the Securities and Exchange Commission on April 30, 
  1999 (File Nos. 033-23351, 811-05626). 
 
c.  Participation Agreement by and between ING Investors Trust, Golden American Life 
  Insurance Company and Directed Services, Inc., incorporated herein by reference to 
  Post-Effective Amendment No. 6 to a Registration Statement on Form N-4 for ING USA 
  Annuity and Life Insurance Company Separate Account B filed with the Securities and 
  Exchange Commission on April 21, 2005 (File Nos. 333-70600, 811-05626). 
 
d.  Rule 22c-2 Agreement dated no later than April 16, 2007 is effective October 16, 2007 
  between ING Funds Services, LLC, ING Life Insurance and Annuity Company, ING 
  National Trust, ING USA Annuity and Life Insurance Company, ReliaStar Life 
  Insurance Company, ReliaStar Life Insurance Company of New York, Security Life of 
  Denver Insurance Company and Systematized Benefits Administrators Inc., incorporated 
  by reference to Post-Effective Amendment No. 50 to Registration Statement on Form N- 
  4 (File No. 033-75962), as filed on June 15, 2007. 
 
e.  Participation Agreement by and between ING Variable Insurance Trust, Golden 
  American Life Insurance Company and ING Mutual Funds Management Co. LLC and 
  ING Funds Distributor, Inc., incorporated herein by reference to Post-Effective 
  amendment No. 32 to a Registration Statement on form N-4 for Golden American Life 
  Insurance Company Separate Account B filed with the Securities and Exchange 
  Commission on April 26, 2002 (File Nos. 033-23351, 811-05626). 
 
f.  Participation Agreement by and between Pilgrim Variable Products Trust, Golden 
  American Life Insurance Company and Directed Services, Inc., incorporated herein by 
  reference to Post-Effective amendment No. 32 to a Registration Statement on form N-4 
  for Golden American Life Insurance Company Separate Account B filed with the 
  Securities and Exchange Commission on April 26, 2002 (File Nos. 033-23351, 811- 
  05626). 
 
g.  Amendment to Participation Agreement by and between ING Variable Products Trust, 
  Golden American Life Insurance Company, ING Investments, LLC and ING Funds 
  Distributor, Inc., incorporated herein by reference to Post-Effective amendment No. 8 to 
  a Registration Statement on Form N-4 for ING USA Annuity and Life Insurance 
  Company Separate Account B filed with the Securities and Exchange Commission on 
  December 2, 2005 (File Nos. 333-33914, 811-05626). 
 
h.  Participation Agreement by and between Aetna Variable Portfolios, Inc., Golden 
  American Life Insurance Company and Aeltus Investment Management, Inc., 
  incorporated herein by reference to Post-Effective Amendment No. 1 to a Registration 
  Statement on Form N-4 for Golden American Life Insurance Company Separate Account 
  B filed with the Securities and Exchange Commission on April 29, 2002 (File Nos. 333- 
  70600, 811-05626). 
 
i.  Participation Agreement by and between Portfolio Partners, Inc., Golden American Life 
  Insurance Company and Aetna Life Insurance and Annuity Company, incorporated 
  herein by reference to Post-Effective Amendment No. 1 to a Registration Statement on 
  Form N-4 for Golden American Life Insurance Company Separate Account B filed with 
  the Securities and Exchange Commission on April 29, 2002 (File Nos. 333-70600, 811- 
  05626). 

 


j.  Amendment to Participation Agreement by and between Portfolio Partners, Inc., Golden 
  American Life Insurance Company and Aetna Life Insurance and Annuity Company, 
  incorporated herein by reference to Post-Effective Amendment No. 1 to a Registration 
  Statement on Form N-4 for Golden American Life Insurance Company Separate Account 
  B filed with the Securities and Exchange Commission on April 29, 2002 (File Nos. 333- 
  70600, 811-05626). 
 
k.  Second Amendment to Participation Agreement by and between ING Partners, Inc., 
  Golden American Life Insurance Company, ING Life Insurance and Annuity Company 
  and ING Financial Advisers, LLC, incorporated herein by reference to Post-Effective 
  amendment No. 8 to a Registration Statement on Form N-4 for ING USA Annuity and 
  Life Insurance Company Separate Account B filed with the Securities and Exchange 
  Commission on December 2, 2005 (File Nos. 333-33914, 811-05626). 
 
l.  Participation Agreement by and between Fidelity Distributors Corporation, Golden 
  American Life Insurance Company and Variable Insurance Products Funds, incorporated 
  herein by reference to Post-Effective amendment No. 32 to a Registration Statement on 
  form N-4 for Golden American Life Insurance Company Separate Account B filed with 
  the Securities and Exchange Commission on April 26, 2002 (File Nos. 033-23351, 811- 
  05626). 
 
m.  Participation Agreement among Variable Insurance Products Funds, Fidelity Distributors 
  Corporation, ING Partners, Inc., ING Life Insurance and Annuity Company, ING USA 
  Annuity and Life Insurance Company, ING Insurance Company of America, ReliaStar 
  Life Insurance Company, ReliaStar Life Insurance Company of New York and Security 
  Life of Denver Insurance Company dated November 11, 2004, incorporated herein by 
  reference to Post-Effective Amendment No. 8 to a Registration Statement on Form N-4 
  for ING USA Annuity and Life Insurance Company Separate Account B filed with the 
  Securities and Exchange Commission on December 2, 2005 (File Nos. 333-33914, 811- 
  05626). 
 
n.  Rule 22c-2 Agreement dated no later than April 16, 2007 and is effective as of October 
  16, 2007 between Fidelity Distributors Corporation, ING Life Insurance and Annuity 
  Company, ING National Trust, ING USA Annuity and Life Insurance Company, 
  ReliaStar Life Insurance Company, ReliaStar Life Insurance Company of New York, 
  Security Life of Denver Insurance Company and Systematized Benefits Administrators 
  Inc., incorporated by reference to Post-Effective Amendment No. 50 to Registration 
  Statement on Form N-4 (File No. 033-75962), as filed on June 15, 2007. 
 
o.  Letter Agreement dated May 16, 2007 and effective July 2, 2007 between ING USA 
  Annuity and Life Insurance Company, Variable Insurance Products Fund, Variable 
  Insurance Products Fund II, Variable Insurance Products Fund III, Variable Insurance 
  Products Fund V and Fidelity Distributors Corporation, incorporated by reference to 
  Post-Effective Amendment No. 3 to the Registration Statement on Form N-4 (File No. 
  333-117260), as filed on October 23, 2007. 
 
p.  Amended and Restated Participation Agreement as of December 30, 2005 by and among 
  Franklin Templeton Variable Insurance Products Trust/Templeton Distributors, Inc., 
  ING Life Insurance and Annuity Company, ING USA Annuity and Life Insurance 
  Company, ReliaStar Life Insurance Company, ReliaStar Life Insurance Company of 
  New York and Directed Services, Inc., incorporated herein by reference to Post Effective 
  Amendment No. 17 of a Registration Statement on Form N-4 for ReliaStar Life 
  Insurance Company Separate Account NY-B filed with the Securities and Exchange 
  Commission on February 1, 2007 (File Nos. 333-85618, 811-07935). 

 


q.  Amendment to Participation Agreement as of June 5, 2007 by and between Franklin 
  Templeton Variable Insurance Products Trust, Franklin/Templeton Distributors, Inc., 
  ING Life Insurance and Annuity Company, ING USA Annuity and Life Insurance 
  Company, ReliaStar Life Insurance Company, ReliaStar Life Insurance Company of 
  New York, and Directed Services, LLC, incorporated herein by reference to Pre- 
  Effective Amendment No. 1 to a Registration Statement on Form N-4 for ReliaStar Life 
  Insurance Company of New York Separate Account NY-B filed with the Securities and 
  Exchange Commission on July 6, 2007 (File Nos. 333-139695, 811-07935). 
 
r.  Participation Agreement by and between ProFunds, Golden American Life Insurance 
  Company and ProFunds Advisors LLC, incorporated herein by reference to Post- 
  Effective Amendment No. 8 to a Registration Statement on Form N-4 for ING USA 
  Annuity and Life Insurance Company Separate Account B filed with the Securities and 
  Exchange Commission on December 2, 2005 (File Nos. 333-33914, 811-05626). 
 
s.  Amendment to Participation Agreement by and between ProFunds, Golden American 
  Life Insurance Company and ProFunds Advisors LLC, incorporated herein by reference 
  to Post-Effective Amendment No. 8 to a Registration Statement on Form N-4 for ING 
  USA Annuity and Life Insurance Company Separate Account B filed with the Securities 
  and Exchange Commission on December 2, 2005 (File Nos. 333-33914, 811-05626). 
 
t.  Rule 22c-2 Agreement dated no later than April 16, 2007, and is effective as of October 
  16, 2007, between BlackRock Distributors, Inc., on behalf of and as distributor for the 
  BlackRock Funds and the Merrill Lynch family of funds and ING Life Insurance and 
  Annuity Company, ING National Trust, ING USA Annuity and Life Insurance 
  Company, ReliaStar Life Insurance Company, ReliaStar Life Insurance Company of 
  New York, Security Life of Denver Insurance Company and Systematized Benefits 
  Administrators Inc. incorporated by reference to Post-Effective Amendment No. 43 to a 
  Registration Statement on Form N-4 for ING USA Annuity and Life Insurance Company 
  Separate Account B filed with the Securities and Exchange Commission on April 7, 2008 
  (File Nos. 333-28755, 811-05626). 
 
u.  Participation Agreement dated April 25, 2008, by and among BlackRock Variable Series 
  Funds, Inc., BlackRock Distributors, Inc., ING USA Annuity and Life Insurance 
  Company and ReliaStar Life Insurance Company of New York, incorporated herein by 
  reference to Post-Effective Amendment No. 26 to the Form N-6 Registration Statement 
  of ReliaStar Life Insurance Company and its Select*Life Separate Account, filed on 
  April 7, 2009; file No. 33-57244. 
 
v.  Amendment No. 1, dated as of April 24, 2009, and effective as of May 1, 2009, to the 
  Participation Agreement dated April 25, 2008, by and between BlackRock Variable 
  Series Funds, Inc., BlackRock Investments, LLC and ING USA Annuity and Life 
  Insurance Company and ReliaStar Life Insurance Company of New York, incorporated 
  herein by reference to Post-Effective Amendment No. 27 to the Form N-6 Registration 
  Statement of ReliaStar Life Insurance Company and its Select*Life Separate Account, 
  filed on August 18, 2009; file No. 33-57244. 
 
w.  Administrative Services Agreement dated April 25, 2008, by and among BlackRock 
  Advisors, LLC and ING USA Annuity and Life Insurance Company and ReliaStar Life 
  Insurance Company of New York, incorporated herein by reference to Post-Effective 
  Amendment No. 26 to the Form N-6 Registration Statement of ReliaStar Life Insurance 
  Company and its Select*Life Separate Account, filed on April 7, 2009; file No. 33- 
  57244. 

 


x.  Amendment No. 1, dated as of April 24, 2009, and effective as of May 1, 2009, to 
  Administrative Services Agreement dated April 25, 2008, by and among BlackRock 
  Variable Series Funds, Inc., BlackRock Investments, LLC and ING USA Annuity and 
  Life Insurance Company and ReliaStar Life Insurance Company of New York, 
  incorporated herein by reference to Post-Effective Amendment No. 27 to the Form N-6 
  Registration Statement of ReliaStar Life Insurance Company and its Select*Life Separate 
  Account, filed on August 18, 2009; file No. 33-57244. 
 
y.  Amendment No. 1 to the Business Agreement dated April 30, 2003, as amended on 
  January 1, 2008 by an among ING USA Annuity and Life Insurance Company, ReliaStar 
  Life Insurance Company, ReliaStar Life Insurance Company of New York, Security Life 
  of Denver Insurance Company, ING Life Insurance and Annuity Company, ING 
  America Equities, Inc., ING Financial Advisers, LLC, Directed Services LLC, American 
  Funds Distributors and Capital Research and Management Company, incorporated herein 
  by reference to Pre-Effective Amendment No. 1 to the Form N-6 Registration Statement 
  of Security Life of Denver Insurance Company and its Security Life Separate Account 
  L1, File No. 333-153337, as filed on November 14, 2008. 
 
z.  Fourth Amended and Restated Fund Participation Agreement entered into as of the 28th 
  day of April, 2008, as amended among ING USA Annuity and Life Insurance Company, 
  ReliaStar Life Insurance Company of New York, ING Investors Trust, ING Investments, 
  LLC, ING Funds Distributor, LLC, American Funds Insurance Series and Capital 
  Research and Management Company, incorporated herein by reference to Post-Effective 
  Amendment No. 14 to a Registration Statement on Form N-4 for ReliaStar Life 
  Insurance Company of New York Separate Account NY-B filed with the Securities and 
  Exchange Commission on December 29, 2008 (File Nos. 333-115515, 811-07935). 
 
aa.  Amendment No. 1 to the Fourth Amended and Restated Fund Participation Agreement 
  entered into as of the 28th day of April, 2008, as amended among ING USA Annuity and 
  Life Insurance Company, ReliaStar Life Insurance Company of New York, ING 
  Investors Trust, ING Investments, LLC, ING Investments Distributor, LLC, American 
  Funds Insurance Series and Capital Research and Management Company (effective 
  December 14, 2010), incorporated herein by reference to Post-Effective Amendment No. 
  55 to a Registration Statement on Form N-4 for ING USA Annuity and Life Insurance 
  Company Separate Account B filed with the Securities and Exchange Commission on 
  April 6, 2011 (File Nos. 333-28679, 811-05626). 
 
aa.  Participation Agreement entered into as of the 15th day of September, 2008, as amended 
  among ING USA Annuity and Life Insurance Company, ReliaStar Life Insurance 
  Company of New York, ING Investors Trust, Directed Services, LLC, ING Funds 
  Distributor, LLC, American Funds Insurance Series and Capital Research and 
  Management Company, incorporated herein by reference to Post-Effective Amendment 
  No. 14 to a Registration Statement on Form N-4 for ReliaStar Life Insurance Company 
  of New York Separate Account NY-B filed with the Securities and Exchange 
  Commission on December 29, 2008 (File Nos. 333-115515, 811-07935). 
 
bb.  Participation Agreement among ING Investors Trust, Directed Services LLC, ING USA 
  Annuity and Life Insurance Company, ReliaStar Life Insurance Company of New York, 
  DFA Investment Dimensions Group Inc. and Dimensional Fund Advisors LP dated April 
  29, 2010, incorporated herein by reference to Post-Effective Amendment No. 54 to a 
  Registration Statement on Form N-4 for ING USA Annuity and Life Insurance Company 
  Separate Account B filed with the Securities and Exchange Commission on December 
  15, 2010 (File Nos. 333-28679, 811-05626). 

 


  cc.  Amendment No. 1, dated as of September 20, 2010, to Participation Agreement among 
    ING Investors Trust, Directed Services LLC, ING USA Annuity and Life Insurance 
    Company, ReliaStar Life Insurance Company of New York, DFA Investment 
    Dimensions Group Inc. and Dimensional Fund Advisors LP dated April 29, 2010, 
    incorporated herein by reference to Post-Effective Amendment No. 54 to a Registration 
    Statement on Form N-4 for ING USA Annuity and Life Insurance Company Separate 
    Account B filed with the Securities and Exchange Commission on December 15, 2010 
    (File Nos. 333-28679, 811-05626). 
 
(9)    Opinion and Consent of Counsel, attached. 
 
(10)    Consent of Independent Registered Public Accounting Firm, attached. 
 
(11)    Not Applicable. 
 
(12)    Not Applicable. 
 
(13)    Powers of Attorney, incorporated herein by reference to Post-Effective Amendment 
    No.22 to a Registration Statement on Form N-4 for Voya Insurance and Annuity 
    Company Separate Account B filed with the Securities and Exchange Commission on 
    December 18, 2014 (File Nos. 333-133944, 811-05626). 

 

  ITEM 25: DIRECTORS AND OFFICERS OF THE DEPOSITOR

Name  Principal Business Address  Position(s) with Depositor 
Michael S. Smith*  1475 Dunwoody Drive  President and Director 
  West Chester, PA 19380   
Ewout L. Steenbergen*  230 Park Avenue  Director and Executive Vice 
  New York, NY 10169  President, Finance 
Chetlur S. Ragavan*  230 Park Avenue  Director, Executive Vice President 
  New York, NY 10169  and Chief Risk Officer 
Alain M. Karaoglan*  230 Park Avenue  Director 
  New York, NY 10169   
Rodney O. Martin, Jr.*  230 Park Avenue  Director and Chairman 
  New York, NY 10169   
Steven T. Pierson*  5780 Powers Ferry Road  Senior Vice President and Chief 
  Atlanta, GA 30327-4390  Accounting Officer 
David P. Wiland*  1475 Dunwoody Drive  Senior Vice President and Chief 
  West Chester, PA 19380  Financial Officer 
Bridget M. Healy  230 Park Avenue  Executive Vice President and Chief 
  New York, NY 10169  Legal Counsel 
Michael J. Gioffre  One Orange Way  Senior Vice President, Compliance 
  Windsor, CT 06095-4774   
Megan A. Huddleston  One Orange Way  Senior Vice President and Assistant 
  Windsor, CT 06095  Secretary 
Patrick D. Lusk  1475 Dunwoody Drive  Senior Vice President and 
  West Chester, PA 19380  Appointed Actuary 
David S. Pendergrass  5780 Powers Ferry Road  Senior Vice President and Treasurer 
  Atlanta, GA 30327-4390   
Justin Smith  230 Park Avenue  Senior Vice President and Deputy 
  New York, NY 10169  General Counsel 
Boyd G. Combs  5780 Powers Ferry Road  Senior Vice President, Tax 
  Atlanta, GA 30327-4390   
Christine L. Hurtsellers  5780 Powers Ferry Road  Senior Vice President 
  Atlanta, GA 30327-4390   

 


Name  Principal Business Address  Position(s) with Depositor 
Carolyn Johnson  One Orange Way  Senior Vice President 
  Windsor, CT 06095-4774   
Mark B. Kaye  One Orange Way  Senior Vice President 
  Windsor, CT 06095-4774   
Gilbert E. Mathis  5780 Powers Ferry Road  Senior Vice President 
  Atlanta, GA 30327-4390   
Dave P. Wilken  20 Washington Avenue South  Senior Vice President 
  Minneapolis, MN 55401   
Kristi L. Cooper  909 Locust Street  Vice President and Chief 
  Des Moines, IA 50309  Compliance Officer 
Chad M. Eslinger  20 Washington Avenue South  Vice President, Compliance 
  Minneapolis, MN 55401   
Regina A. Gordon  One Orange Way  Vice President, Compliance 
  Windsor, CT 06095-4774   
Anne M. Iezzi  One Orange Way  Vice President, Compliance 
  Windsor, CT 06095-4774   
Jennifer M. Ogren  20 Washington Avenue South  Secretary 
  Minneapolis, MN 55401   

 

  *Principal delegated legal authority to execute this registration statement pursuant to Powers of Attorney.

ITEM 26: PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH THE
DEPOSITOR OR REGISTRANT

Incorporated herein by reference to Item 26 in Pre-Effective Amendment No. 1 to Registration Statement
on Form N-4 for Separate Account B of Voya Insurance and Annuity Company (File No. 333-196391), as
filed with the Securities and Exchange Commission on November 21, 2014.

ITEM 27: NUMBER OF CONTRACT OWNERS

As of November 28, 2014, there are 6,860 qualified contract owners and 4,356 non-qualified contract owners.

ITEM 28: INDEMNIFICATION

Voya Insurance and Annuity Company shall indemnify (including therein the prepayment of expenses)
any person who is or was a director, officer or employee, or who is or was serving at the request of Voya
Insurance and Annuity Company as a director, officer or employee of another corporation, partnership,
joint venture, trust or other enterprise for expenses (including attorney’s fees), judgments, fines and
amounts paid in settlement actually and reasonably incurred by him with respect to any threatened,
pending or completed action, suit or proceedings against him by reason of the fact that he is or was such a
director, officer or employee to the extent and in the manner permitted by law.

Voya Insurance and Annuity Company may also, to the extent permitted by law, indemnify any other
person who is or was serving Voya Insurance and Annuity Company in any capacity. The Board of
Directors shall have the power and authority to determine who may be indemnified under this paragraph
and to what extent (not to exceed the extent provided in the above paragraph) any such person may be
indemnified.

A corporation may procure indemnification insurance on behalf of an individual who is or was a director
of the corporation. Consistent with the laws of the State of Iowa, Voya Financial, Inc. maintains
Professional Liability and fidelity bond insurance policies issued by an international insurer. The policies
cover Voya Financial, Inc. Inc. and any company in which Voya Financial, Inc. has a controlling financial
interest of 50% or more. These policies include either or both the principal underwriter, the depositor and


any/all assets 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, directors
and officers, employment practices liability and fidelity/crime (a/k/a “Financial Institutional Bond”).

Insofar as indemnification for liabilities arising under the Securities Act of 1933, as amended, may be
permitted to directors, officers and controlling persons of the Registrant, as provided above or otherwise,
the Registrant has been advised that in the opinion of the SEC such indemnification by the Depositor is
against public policy, as expressed in the Securities Act of 1933, and therefore may be unenforceable. In
the event that a claim of such indemnification (except insofar as it provides for the payment by the
Depositor of expenses incurred or paid by a director, officer or controlling person in the successful
defense of any action, suit or proceeding) is asserted against the Depositor by such director, officer or
controlling person and the SEC is still of the same opinion, the Depositor or Registrant will, unless in the
opinion of its counsel the matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question of whether such indemnification by the Depositor is against public
policy as expressed by the Securities Act of 1933 and will be governed by the final adjudication of such
issue.

ITEM 29: PRINCIPAL UNDERWRITER

(a)In addition to the Registrant, Directed Services LLC serves as principal underwriter for all contracts
issued by Voya Insurance and Annuity Company through its Separate Accounts A, B and EQ; Alger
Separate Account A; certain contracts issued by Voya Retirement Insurance and Annuity Company and
its Variable Annuity Account B and ReliaStar Life Insurance Company of New York through its Separate
Account NY-B. Also, Directed Services LLC serves as investment advisor to Voya Investors Trust and
Voya Partners, Inc.

(b) The following information is furnished with respect to the principal officers and directors of Directed
Services LLC, the Registrant’s Distributor.

Name  Principal Business Address  Positions and Offices with Underwriter 
 
Chad J. Tope  909 Locust Street  President and Director 
  Des Moines, IA 50309   
Richard E. Gelfand  1475 Dunwoody Drive  Chief Financial Officer 
  West Chester, PA 19380-1478   
James L. Nichols, IV  One Orange Way  Director 
  Windsor, CT 06095   
Shaun P. Mathews  One Orange Way  Executive Vice President 
  Windsor, CT 06095   
Kimberly A. Anderson  7337 E Doubletree Ranch Road,  Senior Vice President 
  Scottsdale, AZ 85258   
Michael J. Roland  7337 E Doubletree Ranch Road,  Senior Vice President 
  Scottsdale, AZ 85258   
Stanley D. Vyner  230 Park Avenue, 13th Floor  Senior Vice President 
  New York, NY 10169   
Regina A. Gordon  One Orange Way  Chief Compliance Officer 
  Windsor, CT 06095   
Julius A. Drelick, III  7337 E Doubletree Ranch Road  Senior Vice President and Investment 
  Scottsdale, AZ 85258  Adviser Chief Compliance Officer 
Megan A. Huddleston  One Orange Way  Senior Vice President and Secretary 
  Windsor, CT 06095   
David S. Pendergrass  5780 Powers Ferry Road  Senior Vice President and Treasurer 
  Atlanta, GA 30327-4390   

 


Name  Principal Business Address  Positions and Offices with Underwriter 
 
Holly B. Flynn  909 Locust Street  Vice President 
  Des Moines, IA 50309   
Heather H. Hackett  230 Park Avenue, 13th Floor  Vice President 
  New York, NY 10169   
Jody I. Hrazanek  230 Park Avenue, 13th Floor  Vice President 
  New York, NY 10169   
Todd R. Modic  7337 E Doubletree Ranch Road  Vice President 
  Scottsdale, AZ 85258   
Jason R. Rausch  230 Park Avenue, 13th Floor  Vice President 
  New York, NY 10169   
Stephen Sedmak  230 Park Avenue, 13th Floor  Vice President 
  New York, NY 10169   
Spencer T. Shell  5780 Powers Ferry Road  Vice President and Assistant Treasurer 
  Atlanta, GA 30327-4390   
May F. Tong  230 Park Avenue, 13th Floor  Vice President 
  New York, NY 10169   
Paul L. Zemsky  230 Park Avenue, 13th Floor  Vice President 
  New York, NY 10169   
Huey P. Falgout  7337 E Doubletree Ranch Road  Assistant Secretary 
  Scottsdale, AZ 85258   
C. Nikol Gianopoulous  20 Washington Avenue South  Assistant Secretary 
  Minneapolis, MN 55401   
Angelia M. Lattery  20 Washington Avenue South  Assistant Secretary 
  Minneapolis, MN 55401   
Tina M. Nelson  20 Washington Avenue South  Assistant Secretary 
  Minneapolis, MN 55401   
Melissa A. O’Donnell  20 Washington Avenue South  Assistant Secretary 
  Minneapolis, MN 55401   
Jennifer M. Ogren  20 Washington Avenue South  Assistant Secretary 
  Minneapolis, MN 55401   

 

(c)  2013 Net       
  Underwriting       
Name of Principal  Discounts and  Compensation  Brokerage   
Underwriter  Commission  on Redemption  Commissions  Compensation 
Directed Services LLC  $218,438,941.02  $0  $0  $0 

 

  ITEM 30: LOCATION OF ACCOUNTS AND RECORDS

All accounts, books and other documents required to be maintained by Section 31(a) of the 1940 Act and
the rules under it relating to the securities described in and issued under this Registration Statement are
maintained by the Depositor and located at: 909 Locust Street, Des Moines, Iowa 50309, 1475 Dunwoody
Drive, West Chester, PA 19380 and at 5780 Powers Ferry Road, N.W., Atlanta, GA 30327-4390.

ITEM 31: MANAGEMENT SERVICES

None.

ITEM 32: UNDERTAKINGS

(a) Registrant hereby undertakes to file a post-effective amendment to this registration statement as
frequently as it is necessary to ensure that the audited financial statements in the registration statement are
never more than 16 months old so long as payments under the variable annuity contracts may be
accepted;


(b) Registrant hereby undertakes to include either (1) as part of any application to purchase a contract 
offered by the prospectus, a space that an applicant can check to request a Statement of Additional 
Information, or (2) a post card or similar written communication affixed to or included in the prospectus 
that the applicant can remove to send for a Statement of Additional Information; and 
 
(c) Registrant hereby undertakes to deliver any Statement of Additional Information and any financial 
statements required to be made available under this Form promptly upon written or oral request. 
 
REPRESENTATIONS
 
1. The account meets the definition of a “separate account” under federal securities laws. 
 
2. Voya Insurance and Annuity Company hereby represents that the fees and charges deducted under the 
Contract described in the Prospectus, in the aggregate, are reasonable in relation to the services rendered, 
the expenses to be incurred and the risks assumed by the Company. 

 


SIGNATURES

As required by the Securities Act of 1933 and the Investment Company Act of 1940, the Registrant,
Voya Insurance and Annuity Company, Separate Account B, certifies that it meets all the requirements
for effectiveness of this Registration Statement under Rule 485(b) under the Securities Act of 1933 and
has duly caused this Post-Effective Amendment No. 23 to the Registration Statement to be signed on its
behalf by the undersigned, duly authorized, in the City of Windsor, State of Connecticut, on the 30th day
of December 2014.

  SEPARATE ACCOUNT B 
  (Registrant) 
By:  VOYA INSURANCE AND ANNUITY COMPANY 
  (Depositor) 
 
By:  Michael S. Smith* 
  Michael S. Smith 
  President and Director (principal executive officer) 
 
By:  /s/ J. Neil McMurdie 
  J. Neil McMurdie as Attorney-in-Fact 

 

  As required by the Securities Act of 1933, this Post-Effective Amendment No. 23 to the Registration
Statement has been signed by the following persons in the capacities indicated on December 30, 2014.

Signatures  Titles 
 
Michael S. Smith*  President and Director 
Michael S. Smith  (principal executive officer) 
 
Steven T. Pierson*  Senior Vice President and Chief Accounting Officer 
Steven T. Pierson   
 
David P. Wiland*  Senior Vice President and Chief Financial Officer 
David P. Wiland   
 
Ewout L. Steenbergen*  Director 
Ewout L. Steenbergen   
 
Chetlur S. Ragavan*  Director 
Chetlur S. Ragavan   
 
Alain M. Karaoglan*  Director 
Alain M. Karaoglan   
 
Rodney O. Martin*  Director 
Rodney O. Martin   
 
By:  /s/ J. Neil McMurdie   
  J. Neil McMurdie as Attorney-in-Fact 

 

*Executed by J. Neil McMurdie on behalf of those indicated pursuant to Powers of Attorney.


EXHIBIT INDEX
 
ITEM  EXHIBIT  PAGE # 
 
24(b)(3)(j)  Amendment No. 2 to the Intercompany Agreement dated  EX-99.B3j 
  December 22, 2010 (effective September 30, 2014) between   
  Directed Services LLC (DSL) and ING USA Annuity and Life   
  Insurance Company (now known as “Voya Insurance and   
  Annuity Company”, or “VIAC”).   
 
24(b)(3)(m)  Amendment No. 2 to the Intercompany Agreement dated  EX-99.B3m 
  December 22, 2010 (effective September 30, 2014) between   
ING Investment Management LLC (IIM) (now known as “Voya
  Investment Management LLC”, or “VIM”) and ING USA   
  Annuity and Life Insurance Company (now known as “Voya   
  Insurance and Annuity Company”, or “VIAC”).   
 
24(b)(9)  Opinion and Consent of Counsel  EX-99.B9 
 
24(b)(10)  Consent of Independent Registered Public Accounting Firm  EX-99.B10