N-VP 1 notice_graniteprimelite2022.htm N-VP NOTICE - GRANITE PRIMELITE 2022

Venerable Insurance and Annuity Company

GoldenSelect Granite PrimElite

April 29, 2022, Notice Document

This notice document describes GoldenSelect Granite PrimElite, an individual deferred variable annuity contract (the “Contract” or the “Contracts”) issued by Venerable Insurance and Annuity Company (the “Company,” “we,” “us” and “our”) through Separate Account B (the “Separate Account”). The Contract has not been offered for new sales since May 1, 2002 and this notice document describes the features and benefits of the Contract applicable to existing Contract Owners.

The Contract provides a means for the Contract Owner (“you” and “your”), to allocate your Contract Value to one or more available Subaccounts of the Separate Account, each which invests in an underlying mutual fund (the “Funds”) – See APPENDIX A for more information about the Funds available through the Contract.

The full GoldenSelect Granite PrimElite prospectus, as supplemented, contains more information about the Contract, including its features, benefits, and risks. You can find the most recent full prospectus and subsequent prospectus supplements and other information about the Contract online at https://docs.venerable.com/#/landing?prod=380789305&doctype=spros.

You can also obtain this information at no cost by calling 1-800-366-0066 or by sending an email request to smb-usa-mailbox@venerable.com.

Additional general information about certain investment products, including variable annuities, has been prepared by the staff of the SEC and is available at https://www.investor.gov/.

Beginning on January 1, 2021, as permitted by regulations adopted by the Securities and Exchange Commission (“SEC”), paper copies of the shareholder reports for the Funds available through your Contract will no longer be sent by mail, unless you specifically request paper copies of the reports from the Company. Instead, the reports will be made available on a website, and you will be notified by mail each time a report is posted and provided with a website link to access the report.

If you already elected to receive shareholder reports electronically, you will not be affected by this change and you need not take any action. You may elect to receive shareholder reports and other communications from the Company electronically by writing to Customer Service at P.O. Box 9271, Des Moines, Iowa 50306-9271 or calling 1-800-366-0066.

You may elect to receive all future reports in paper free of charge. You can inform the Company that you wish to continue receiving paper copies of your shareholder reports by calling us at 1-800-366-0066. Your election to receive reports in paper will apply to all Funds in which you choose to invest.

The SEC has not approved or disapproved the securities described in this notice or passed upon the adequacy of this notice document. Any representation to the contrary is a criminal offense.

TABLE OF CONTENTS	Page
SPECIAL TERMS	2
UPDATED INFORMATION ABOUT YOUR CONTRACT	3
KEY INFORMATION	4
APPENDIX A– Funds Available Under the Contract	A-1
HOW TO GET MORE INFORMATION	Back Cover

SPECIAL TERMS

The following terms have special meaning and are used throughout this notice document. Other special terms are generally defined in the sections where those terms appear.

Annuity Start Date	The date you start receiving annuity payments under your Contract.
Cash Surrender Value	The amount you receive when you surrender the Contract.
Contract	The legal agreement between the Contract Owner(s) and the Company that governs the terms of the GoldenSelect Granite PrimElite variable annuity. The Contract has two phases: • The accumulation phase (the period between the Contract Date and the Annuity Start Date) during which the Contract Value may vary according to the investment experience of the Subaccounts of the Separate Account; and • The income phase (which begins on the Annuity Start Date) during which you receive regular annuity payments from the Contract).
Contract Date	The date the Contract became effective.
Contract Owner(s)	The person(s) or entity with all of the rights and options available through the Contract. Throughout this notice document we use “you” and “your” to refer to the Contract Owner(s).
Contract Value	The total value of your investment in the Subaccounts of the Separate Account available through the Contract.
Contract Year	The time period between each anniversary of the Contract Date.
Death Benefit	The amount paid to your designated beneficiaries upon your death. The Contract has a standard Death Benefit and optional enhanced Death Benefits.
Funds	The underlying mutual funds in which the Subaccounts invest.
Market Value Adjustment	An adjustment to the Contract Value for transfers or withdrawals from a Fixed Interest Option more than 30 days from its maturity date. The adjustment may be positive, negative or have no effect.
Optional Benefits	Various features and benefits that you were able to choose to add to your Contract, typically when you applied for the Contract and for an additional cost.
Separate Account	Separate Account B, which is separate investment account of the Company that supports the Contract. It is registered with the SEC as a unit investment trust under the Investment Company Act of 1940, as amended (the “1940 Act”). We own all the assets in Separate Account B but such assets are kept separate from our other accounts.
Subaccounts	Divisions of the Separate Account, each which invests exclusively in one underlying Fund. The value of each Subaccount will vary with the performance of its underlying Fund.

UPDATED INFORMATION ABOUT YOUR CONTRACT

There have been no material changes to your Contract’s features or its underlying investment options since the date of your most recent prospectus, as subsequently supplemented.

With respect to the Funds available through your Contract, please note the following important information.

Fund Name Changes. The following funds have changed their names as follows:

Old Fund Name	New Fund Name
VY Clarion Real Estate Portfolio	VY CBRE Real Estate Portfolio

See Appendix A for more information about these Funds.

Fund Merger – VY® T. Rowe Price International Stock Portfolio On January 27, 2022, the Board of Trustees of Voya Investors Trust approved a proposal to reorganize the VY^®T. Rowe Price International Stock Portfolio(the “Merging Fund”) with and into the Voya International Index Portfolio (a series of Voya Variable Portfolios, Inc.) (the “Surviving Fund”) (the “Reorganization”). Subject to shareholder approval, effective after the close of business on or about July 8, 2022 (the “Reorganization Date”), the Merging Fund will reorganize with and into the Surviving Fund.

On the Reorganization Date your investment in the Subaccount that invests in Class S of the Merging Fund will automatically be reallocated to and become an investment in the Subaccount that invests in Class S of the Surviving Fund with an equal total net asset value. The subaccount that invests in Class S of the Surviving Fund is otherwise closed to new investors and to new investments through your Contract. You will not incur any tax liability because of this automatic reallocation, and your Contract Value immediately before the reallocation will equal your Contract Value immediately after the reallocation.

After the Reorganization Date, the Merging Fund will no longer be available through your Contract. Unless you provide us with alternative allocation instructions, after the Reorganization Date all allocations directed to the subaccount that invested in the Merging Fund will be automatically allocated to the subaccount that invests in Class ADV of the Surviving Fund. Please note that gross fund expenses of Class ADV of the Surviving Fund are greater than the gross fund expenses of Class S of the Surviving Fund, which is closed to new investors and new allocations through your Contract, but they are less than the gross fund expenses of Class S of the Merging Fund in which you may have been invested.

See Appendix A for more information about the Merging fund and the Surviving Fund.

Review your Allocation Elections. In light of this fund reorganization, you should consider whether an investment in the Surviving Fund is appropriate for you, given your personal investment objectives and risk characteristics. You may give us alternative allocation instructions at any time by contacting Customer Service at P.O. Box 9271, Des Moines, Iowa 50306-9271, 1-800-366-0066.

KEY INFORMATION

Important information you should consider about the Contract:

FEES AND EXPENSES
Charges for Early Withdrawals	If you withdraw money from or surrender the Contract within seven (7) years following a premium payment, you may be assessed a surrender charge. The surrender charge is a percentage of the premium withdrawn or surrendered, and the maximum surrender charge is 7% of each premium payment withdrawn or surrendered. For example, if you make an early withdrawal, you could pay a surrender charge of up to $7,000 on a $100,000 premium payment. See “Surrender Charge” in the full prospectus, as supplemented, for more information.
Transaction Charges	In addition to surrender charges, there may be an additional charge if: • You transfer Contract Value between Subaccounts; • You request that withdrawal proceeds be mailed for overnight delivery; or • State or local premium taxes become due. See “Charges Deducted from the Contract Value” in the full prospectus, as supplemented, for more information.
Ongoing Fees and Expenses (annual amounts)	Minimum and Maximum Annual Fee Table. The table below describes the fees and expenses that you may pay each year, depending on the options you choose. Refer to your Contract schedule pages for information about the specific fees you will pay each year based on the options you have elected.
	Annual Fee		Minimum	Maximum
	Base Contract		1.25%¹	1.41%¹
	Investment options (Fund fees and expenses)		0.42%²	1.30%²
	Optional Benefits available for an additional charge (for one optional benefit, if elected)		0.15%	0.15%
	See “Charges Deducted from the Subaccounts” and “Optional Rider Charges” in the full prospectus, as supplemented, for more information.
	Because your Contract is customizable, the choices you make affect how much you will pay. To help you understand the cost of owning your Contract, the following table shows the lowest and highest cost you could pay each year, based on current charges. This estimate assumes that you do not take withdrawals from the Contract, which could add surrender charges that substantially increase costs.
	Lowest Annual Cost: $1,481	Highest Annual Cost: $2,305
	Assumes: • Investment of $100,000; • 5% annual appreciation; • Least expensive Contract and Fund fees and expenses; • No Optional Benefits; • No sales charges; and • No additional purchase payments, transfers, or withdrawals.	Assumes: • Investment of $100,000; • 5% annual appreciation; • Most expensive Contract and combination of Optional Benefits and Fund fees and expenses; • No sales charges; and • No additional purchase payments, transfers, or withdrawals.


1	As a percentage of Contract Value in each Subaccount. This fee includes the Mortality and Expense Risk Charge, the Annual Asset Based Administrative Charge as described in the Contract and in prior prospectuses and the annual dollar based Administrative Charge converted into an annual percentage. The annual dollar based Administrative Charge is waived if your total premium payments are $100,000 or more or if your Contract Value at the end of a Contract Year is $100,000 or more. The minimum amount reflects this waiver, while the maximum amount does not. Refer to your Contract schedule pages for the fees and charges that apply to your Contract.
2	As a percentage of Fund assets.
3	As a percentage of Contract Value. Refer to your Contract schedule pages for the fees and charges that apply to the Optional Benefits you have elected.

RISKS See “Purchase and Availability of the Contract” in the full prospectus, as supplemented, for more information.
Risk of Loss	You can lose money investing in the Contract, including loss of principal.
Not a Short-Term Investment	The Contract is not a short-term investment and is not appropriate if you need ready access to cash. Surrender charges apply for up to seven years after each premium payment. They will reduce the value of your Contract if you withdraw money from or surrendered your Contract during that time. The benefits of tax deferral and living benefit protections also mean the Contract is more beneficial to investors with a long-term investment time horizon.
Risks Associated with the Investment Options	An investment in the Contract is subject to the risk of poor investment performance of the Funds you choose. Each available Fund has its own unique risks, and you should review information about each investment option, including the Fund prospectuses, before making an investment decision.
Insurance Company Risks	Any obligations, guarantees, and benefits of the Contract, including those related to any Fixed Interest Option, are subject to the financial strength and claims paying ability of the Company. If the Company experiences financial distress, it may not be able to meet its obligations to you. More information about the Company, including its financial strength, is available on request by calling Customer Service at 1-800-366-0066.

RESTRICTIONS
Investment Options	There may be a $25 charge for each transfer between Subaccounts after the first 12 in a Contract Year. See “Transfer Charge” in the full prospectus, as supplemented, for more information. We reserve the right to close or remove Funds to future investment and to substitute Funds that are available under the Contract. Additionally, we may restrict or limit the Guaranteed Interest Periods that are available under the Fixed Interest Options. See “Addition, Deletion or Substitution of Subaccounts and Other Changes” in the full prospectus, as supplemented, for more information. The Contract is not designed to serve as a vehicle for frequent transfers. We monitor for excessive trading and reserve the right to limit the number of transfers you may make between investment options and may otherwise modify or terminate transfer privileges. We may also suspend electronic trading privileges for those that are found to have violated our Excessive Trading Policy. See “TRANSFERS AMONG YOUR INVESTMENTS” in the full prospectus, as supplemented, for more information.
Optional Benefits	Once elected, an Optional Benefit generally cannot be cancelled separately from the Contract. None of the Optional Benefits are currently available for election. See “DEATH BENEFIT CHOICES” in the full prospectus, as supplemented, for more information.

TAXES

See “FEDERAL TAX CONSIDERATIONS” in the full prospectus, as supplemented, for more information.

Tax Implications

You should consult with a tax professional to determine the tax implications of an investment in and purchase payments received under the Contract.

If you purchased the contract through a tax-qualified retirement plan or individual retirement account (“IRA”) you do not get any additional tax deferral.

Earnings on your Contract are taxed at ordinary income tax rates when you withdraw them, and you may pay a 10% penalty tax for withdrawals and surrenders before age 59 ½.

CONFLICTS OF INTEREST See “OTHER CONTRACT PROVISIONS-Selling the Contract” in the full prospectus, as supplemented, for more information.
Investment Professional Compensation	Although the Contracts are no longer offered for new sales, firms and their registered representatives that sold the Contract may receive commissions on additional premium payments and may also be paid trail commissions for past sales activity based on the values of Contracts sold through the firm. This compensation is not paid directly by Contract Owners or the Separate Account. This compensation may have influenced your investment professional to offer or recommend the Contract over another investment and could influence your investment professional to recommend keeping the Contract.
Exchanges	Some investment professionals may have a financial incentive to offer you a new contract in place of the Contract you already own. You should only exchange your Contract if you determine, after comparing the features, benefits, fees, and risks of both contracts, that it is preferable for you to exchange your Contract for a new contract rather than to continue to own your existing Contract.

APPENDIX A - FUNDS AVAILABLE UNDER THE CONTRACT

The following is a list of the Funds available through the Subaccounts under the Contract. More information about the Funds is available in the prospectuses for the Funds, which may be amended from time to time and can be found online at https://docs.venerable.com/#/landing?prod=380789305&doctype=spros.

You can also request this information at no cost by calling 1-800-366-0066 or by sending an email request to smb-usa-mailbox@venerable.com. The Funds you choose may impact the benefits under the Optional Benefits you chose.

The current expenses and performance information below reflects fee and expenses of the Funds, but does not reflect the other fees and expenses that your Contract may charge . Expenses would be higher and performance would be lower if these other charges were included. Each Fund’s past performance is not necessarily an indication of future performance

Consult with your investment professional to determine if the Funds may be suited to your financial needs, investment time horizon and risk tolerance. You should periodically review these factors to determine if you need to change your investment strategy.

Open Funds

Subaccounts that invest in the following Funds are open to new premiums and transfers of Contract Value.

INVESTMENT OBJECTIVE	FUND NAME INVESTMENT ADVISER/SUBADVISER	CURRENT EXPENSES¹	AVERAGE ANNUAL TOTAL RETURNS
			(as of 12/31/2021)
			1 Year	5 Year	10 Year
Seeks high level of current income consistent with the preservation of capital and liquidity.	Voya Government Liquid Assets Portfolio Investment Adviser: Voya Investments, LLC Subadviser: Voya Investment Management Co. LLC	(Class S) 0.28%	0.03%	0.76%	0.39%
Seeks to outperform the total return performance of the S&P 500^® Index while maintaining a market level of risk.	Voya Index Plus LargeCap Portfolio Investment Adviser: Voya Investments, LLC Subadviser: Voya Investment Management Co. LLC	(Class S) 0.80%	28.94%	17.45%	15.57%
Seeks to outperform the total return performance of the S&P MidCap 400^® Index while maintaining a market level of risk.	Voya Index Plus MidCap Portfolio Investment Adviser: Voya Investments, LLC Subadviser: Voya Investment Management Co. LLC	(Class S) 0.85%	27.49%	11.06%	12.88%
Seeks to outperform the total return performance of the S&P SmallCap 600^® Index while maintaining a market level of risk.	Voya Index Plus SmallCap Portfolio Investment Adviser: Voya Investments, LLC Subadviser: Voya Investment Management Co. LLC	(Class S) 0.85%	28.13%	9.41%	12.43%


1	Current Expenses are each Fund’s total net annual operating expenses and reflect any. temporary expense reimbursements or fee waiver arrangements that are in place and reported in the Fund’s prospectus..

A-1

INVESTMENT OBJECTIVE	FUND NAME INVESTMENT ADVISER/SUBADVISER	CURRENT EXPENSES¹	AVERAGE ANNUAL TOTAL RETURNS
			(as of 12/31/2021)
			1 Year	5 Year	10 Year
Seeks to maximize total return consistent with reasonable risk. The Portfolio seeks its objective through investments in a diversified portfolio consisting primarily of debt securities. It is anticipated that capital appreciation and investment income will both be major factors in achieving total return.	Voya Intermediate Bond Portfolio Investment Adviser: Voya Investments, LLC Subadviser: Voya Investment Management Co. LLC	(Class S) 0.80%	-1.07%	3.91%	3.88%
Seeks investment results (before fees and expenses) that correspond to the total return (which includes capital appreciation and income) of a widely accepted international index.	Voya International Index Portfolio Investment Adviser: Voya Investments, LLC Subadviser: Voya Investment Management Co. LLC	(Class ADV) 0.94%	10.41%	8.84%	7.29%
Seeks long-term capital growth.	Voya Large Cap Growth Portfolio Investment Adviser: Voya Investments, LLC Subadviser: Voya Investment Management Co. LLC	(Class ADV) 1.27%	18.89%	20.85%	17.16%
Seeks a high level of total return (consisting of capital appreciation and income) consistent with a level of risk that can be expected to be greater than that of Voya Retirement Moderate Growth Portfolio.	Voya Retirement Growth Portfolio Investment Adviser: Voya Investments, LLC Subadviser: Voya Investment Management Co. LLC A Fund of Funds.	(Class ADV) 1.02%	15.52%	11.49%	9.84%
Seeks a high level of total return (consisting of capital appreciation and income) consistent with a level of risk that can be expected to be greater than that of Voya Retirement Moderate Portfolio but less than that of Voya Retirement Growth Portfolio.	Voya Retirement Moderate Growth Portfolio Investment Adviser: Voya Investments, LLC Subadviser: Voya Investment Management Co. LLC A Fund of Funds.	(Class ADV) 0.98%	13.92%	10.68%	9.07%

A-2

INVESTMENT OBJECTIVE	FUND NAME INVESTMENT ADVISER/SUBADVISER	CURRENT EXPENSES¹	AVERAGE ANNUAL TOTAL RETURNS
			(as of 12/31/2021)
			1 Year	5 Year	10 Year
Seeks a high level of total return (consisting of capital appreciation and income) consistent with a level of risk that can be expected to be greater than that of Voya Retirement Conservative Portfolio but less than that of Voya Retirement Moderate Growth Portfolio.	Voya Retirement Moderate Portfolio Investment Adviser: Voya Investments, LLC Subadviser: Voya Investment Management Co. LLC A Fund of Funds.	(Class ADV) 0.94%	9.64%	8.87%	7.35%
Seeks investment results (before fees and expenses) that correspond to the total return (which includes capital appreciation and income) of the Russell Top 200^®Index.	Voya Russell^TMLarge Cap Index Portfolio Investment Adviser: Voya Investments, LLC Subadviser: Voya Investment Management Co. LLC	(Class S) 0.61%	27.13%	18.97%	16.48%
Seeks investment results (before fees and expenses) that correspond to the total return (which includes capital appreciation and income) of the Russell Top 200^® Value Index.	Voya Russell^TMLarge Cap Value Index Portfolio Investment Adviser: Voya Investments, LLC Subadviser: Voya Investment Management Co. LLC	(Class I) 0.35%	22.99%	10.73%	12.34%
Seeks investment results (before fees and expenses) that correspond to the total return (which includes capital appreciation and income) of the Russell Midcap^®Growth Index.	Voya Russell^TMMid Cap Growth Index Portfolio Investment Adviser: Voya Investments, LLC Subadviser: Voya Investment Management Co. LLC	(Class S) 0.65%	12.03%	18.99%	15.91%
Seeks total return including capital appreciation and current income.	VY^® CBRE Real Estate Portfolio Investment Adviser: Voya Investments, LLC Subadviser: CBRE Investment Management Listed Real Assets LLC	(Class S) 0.93%	51.96%	12.07%	11.26%
Seeks total return consisting of long-term capital appreciation and current income.	VY^® Invesco Equity and Income Portfolio Investment Adviser: Voya Investments, LLC Subadviser: Invesco Advisers, Inc.	(Class S) 0.89%	18.31%	9.25%	10.30%

A-3

INVESTMENT OBJECTIVE	FUND NAME INVESTMENT ADVISER/SUBADVISER	CURRENT EXPENSES¹	AVERAGE ANNUAL TOTAL RETURNS
			(as of 12/31/2021)
			1 Year	5 Year	10 Year
Seeks long-term growth of capital and income.	VY^® Invesco Growth and Income Portfolio Investment Adviser: Voya Investments, LLC Subadviser: Invesco Advisers, Inc.	(Class S) 0.86%	28.97%	10.25%	12.34%
A non-diversified Portfolio that seeks long-term capital appreciation.	VY^® Morgan Stanley Global Franchise Portfolio Investment Adviser: Voya Investments, LLC Subadviser: Morgan Stanley Investment Management Inc.	(Class S) 1.19%	21.66%	17.13%	13.54%
Seeks to maximize total return, consistent with prudent investment management and liquidity needs by investing to obtain a dollar weighted average duration that is normally within 30% of the average duration of the domestic bond market as a whole.	Western Asset Core Plus VIT Portfolio Investment Adviser: Legg Mason Partners Fund Advisor, LLC Subadvisers: Western Asset Management Company, LLC Western Asset Management Company Limited, Western Asset Management Company Ltd. and Western Asset Management Company Pte Ltd.	(Class 1) 0.53%	-1.97%	4.44%	5.37%

A-4

Closed Funds

Subaccounts that invest in the following Funds are closed to new premiums and transfers of Contract Value. Contract Owners who have value in any of the closed Funds may leave their Contract Value allocated to the Subaccounts that invest in these Funds.

INVESTMENT OBJECTIVE	FUND NAME INVESTMENT ADVISER/SUBADVISER	CURRENT EXPENSES¹	AVERAGE ANNUAL TOTAL RETURNS
			(as of 12/31/2021)
			1 Year	5 Year	10 Year
Seeks investment results (before fees and expenses) that correspond to the total return (which includes capital appreciation and income) of a widely accepted international index.	Voya International Index Portfolio Investment Adviser: Voya Investments, LLC Subadviser: Voya Investment Management Co. LLC	(Class S) 0.70%	10.62%	9.09%	7.54%
Seeks investment results (before fees and expenses) that correspond to the total return (which includes capital appreciation and income) of the Russell Top 200^®Index.	Voya Russell^TMLarge Cap Index Portfolio Investment Adviser: Voya Investments, LLC Subadviser: Voya Investment Management Co. LLC	(Class I) 0.36%	27.41%	19.26%	16.76%

A-5

HOW TO GET MORE INFORMATION

This notice document incorporates by reference the full GoldenSelect Granite PrimElite prospectus and Statement of Additional Information (“SAI”), as amended and supplemented, which contain more information about the Contract, including its features, benefits, and risks. You can find the most recent full prospectus and SAI and subsequent prospectus supplements and other information about the Contract online at https://docs.venerable.com/#/landing?prod=380789305&doctype=spros. You can also obtain this information at no cost by calling 1-800-366-0066 or by sending an email request to smb-usa-mailbox@venerable.com.

GoldenSelect Granite PrimElite, Contract I.D. C00002975

April 29, 2022